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WALGREENS BOOTS ALLIANCE, INC.

(WBA)
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WALGREENS BOOTS ALLIANCE, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

11/26/2021 | 02:06pm EST

Item 1.01. Entry into a Material Definitive Agreement.

On November 24, 2021, Walgreens Boots Alliance, Inc. (the "Company") completed the previously announced transactions contemplated by the Class D Preferred Unit Purchase Agreement, dated October 14, 2021 (the "Unit Purchase Agreement"), by and among WBA Acquisition 5, LLC ("Walgreens"), Village Practice Management Company, LLC ("VillageMD") and, for certain purposes specified therein, the Company and another of its subsidiaries and certain other members of VillageMD (the "Specified Members").

Pursuant to the terms and subject to the conditions of the Unit Purchase Agreement, Walgreens, a subsidiary of the Company and assignee of WBA Acquisition 4, LLC, acquired Class D Preferred Units of VillageMD and securities corresponding to the rights and obligations of Class D Preferred Units held by certain Specified Members in exchange for $5.2 billion in aggregate consideration (collectively, the "Transaction"). The Transaction increased the Company's beneficial ownership of the outstanding equity interests of VillageMD from approximately 30% to approximately 63% on a fully diluted basis.

Seventh Amended and Restated Limited Liability Company Agreement

On November 24, 2021, in connection with the consummation of the Transaction, Walgreens, certain other members of VillageMD and VillageMD amended and restated in its entirety the existing Sixth Amended and Restated Limited Liability Company Agreement of VillageMD, dated as of December 30, 2020 (such amendment and restatement, the "Seventh A&R LLCA"). Among other things, the Seventh A&R LLCA provides that the majority of the members of the board of managers of VillageMD are to be designated by the Company and certain of its subsidiaries. The Seventh A&R LLCA further provides that the board of managers of VillageMD form a committee to approve and execute an initial public offering of the equity securities of VillageMD, with pricing thereof to occur in 2022, subject to certain exceptions.

The foregoing description of the Seventh A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh A&R LLCA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Appointment and Waiver Agreement

On November 24, 2021, also in connection with the consummation of the Transaction, the Company, Walgreens and VillageMD entered into an Appointment and Waiver Agreement (the "Appointment and Waiver Agreement"). Pursuant to the terms and subject to the conditions of the Appointment and Waiver Agreement, VillageMD waived the satisfaction of the condition to its obligations to consummate the Transaction that one member of the board of managers of VillageMD be appointed to the board of directors of the Company (the "Board of Directors") effective no later than the consummation of the Transaction, as contemplated by the Unit Purchase Agreement. Rather, the Appointment and Waiver Agreement provides that the Company will appoint one member of the board of managers of VillageMD to the Board of Directors following the consummation of the Transaction. Such appointee will be selected by certain founding members of VillageMD, and is subject to the approval of the Nominating and Governance Committee of the Board of Directors. If the initial proposed appointee selected by such founding members of VillageMD is approved by the Nominating and Governance Committee of the Board of Directors and the Board of Directors, the Company will add such appointee to the Board of Directors no later than January 31, 2022.

The foregoing description of the Appointment and Waiver Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Appointment and Waiver Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits




Exhibit     Description

10.1          Seventh Amended and Restated Limited Liability Company Agreement of
            Village Practice Management Company, LLC, dated as of November 24,
            2021, by and among Village Practice Management Company, LLC and its
            members*

10.2          Appointment and Waiver Agreement, dated as of November 24, 2021, by
            and among Walgreens Boots Alliance, Inc., WBA Acquisition 5, LLC and
            Village Practice Management Company, LLC

104         Cover Page Interactive Data File (formatted as inline XBRL)



* Certain schedules and exhibits to this agreement have been omitted pursuant to

Items 601(a)(5) of Regulation S-K, and Walgreens Boots Alliance, Inc. agrees to

furnish supplementally to the Securities and Exchange Commission a copy of any

omitted schedule and/or exhibit upon request.

Cautionary Note Regarding Forward-Looking Statements

All statements in this report that are not historical including, without limitation, those regarding the anticipated effects of the Transaction, the transactions contemplated by the Seventh A&R LLCA, including the potential initial public offering of the equity securities of VillageMD, and the actions contemplated by the Appointment and Waiver Agreement, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "likely," "outlook," "forecast," "preliminary," "pilot," "project," "intend," "plan," "goal," "target," "aim," "continue," "believe," "seek," "anticipate," "upcoming," "may," "possible," and variations of such words and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021 and in other documents that we file or furnish with the Securities and Exchange Commission. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements we make or that are made on our behalf are qualified by these cautionary statements. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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