WBA Amends Cencora Stake Filing

TL;DR

WBA filed an update on its Cencora stock ownership - check the details.

AI Summary

Walgreens Boots Alliance, Inc. (WBA) filed an amendment (17) to its Schedule 13D on August 5, 2024, regarding its holdings in Cencora, Inc. (formerly AmerisourceBergen Corp). The filing indicates a change in the beneficial ownership of Cencora's common stock by WBA and its subsidiaries, Walgreens Boots Alliance Holdings LLC and WBA Investments, Inc. The specific details of the change in ownership percentage or number of shares are not explicitly stated in this excerpt, but it signifies an ongoing reporting requirement for WBA's stake.

Why It Matters

This filing updates the market on Walgreens Boots Alliance's significant investment in Cencora, a major pharmaceutical distributor, reflecting potential strategic shifts or ongoing stake management.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership stakes, which can signal potential influence or future strategic actions by the reporting entity, impacting the subject company's stock.

Key Players & Entities

• Walgreens Boots Alliance, Inc. (company) — Filing entity
• Cencora, Inc. (company) — Subject company
• Walgreens Boots Alliance Holdings LLC (company) — Group member
• WBA Investments, Inc. (company) — Group member
• Lanesha Minnix (person) — Contact person at WBA
• AmerisourceBergen Corp (company) — Former name of Cencora, Inc.

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• d876178dsc13da.htm (SC 13D/A) — 100KB
• d876178dex9927.htm (EX-99.27) — 31KB
• d876178dex9928.htm (EX-99.28) — 33KB
• 0001193125-24-194117.txt ( ) — 166KB

Identity and Background

Item 2. Identity and Background.

is amended and

Item 2 is amended and supplemented as follows: This Amendment No. 17 is being filed by: (i) Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company (WBA Holdings) (f/k/a WAB Holdings LLC); (ii) WBA Investments, Inc., a Delaware corporation (WBA Investments); and (iii) Walgreens Boots Alliance, Inc., a Delaware corporation (WBA). WBA Holdings, WBA Investments and WBA are collectively referred to as the Reporting Persons. WBA Holdings was formed solely for the purpose of investing in the Issuer. All of the shares of Common Stock reported as beneficially owned by any Reporting Person in this Schedule 13D are held by WBA Holdings. WBA Holdings is a wholly owned subsidiary of WBA Investments. WBA Investments is a wholly owned subsidiary of WBA. WBA, together with its subsidiaries, including the Reporting Persons, is a global pharmacy-led, health and wellbeing enterprise. The principal business office of each of the Reporting Persons is: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case, of each director and executive officer of the Reporting Persons, as applicable. During the last five years, each Reporting Person and, to the knowledge of such Reporting Person, each person listed in Annex A with respect to such Reporting Person, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or manda

Purpose of Transaction

Item 4. Purpose of Transaction.

is amended and supplemented as follows by adding the following

Item 4 is amended and supplemented as follows by adding the following: August 2024 Sale On August 1, 2024, WBA Holdings sold 3,398,929 shares of the outstanding common stock, par value $0.01 per share, of the Issuer (the Common Stock) in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933 (the August 2024 Sale), representing approximately 1.7% of the outstanding Common Stock after giving effect to the August 2024 Sale and concurrent share repurchase described below (as represented by the Issuer in its Current Report on Form 8-K filed on August 5, 2024). In addition, the Issuer and WBA Holdings concurrently entered into a share repurchase agreement (the Share Repurchase Agreement) whereby the Issuer repurchased directly from WBA Holdings 1,039,242 shares of the Common Stock at a price per share equal to the price for the August 2024 Sale (the Concurrent Share Repurchase). Proceeds from the August 2024 Sale and the Concurrent Share Repurchase will be used by WBA primarily for debt paydown and general corporate purposes, as WBA continues to build out a more capital-efficient health services strategy rooted in its retail pharmacy footprint. From time to time, WBA undertakes a review of its strategic and capital allocation priorities. As part of this review, WBA may effect one or more further sales of Common Stock. Any such sales, which may be undertaken at any time without further notice, may take a number of forms, including registered public offerings effected pursuant to WBAs registration rights under the A&R Shareholders Agreement (which offerings may be underwritten and/or marketed), unregistered or registered block trades, unregistered market or private sales, pledges, hedges, forward sales and other derivative transactions. Decisions to effect any such sales, as well as the size and timing thereof, are also subject to a number of factors outside of the control of WBA, including current and anticipated future trading prices

is amended and supplemented as follows

Item 5 is amended and supplemented as follows: (a) and (b). The ownership percentages set forth below are based on the adjusted 196,007,584 shares of Common Stock outstanding as of August 5, 2024 (as reported by the Issuer on its Current Report on Form 8-K filed on August 5, 2024). WBA Holdings may be deemed to beneficially own 19,980,000 shares of Common Stock, representing approximately 10.2% of the total number of shares of Common Stock outstanding, as of the filing of this Amendment No. 17. By virtue of relationships reported in Item 2, each of WBA Investments and WBA may be deemed to share the power to vote or direct to vote or to direct the voting of, and to dispose of or to direct the disposition of and, accordingly, may be deemed to beneficially own the 19,980,000 shares of Common Stock held by WBA Holdings, representing approximately 10.2% of the total number of shares of Common Stock outstanding, as of the filing of this Amendment No. 17. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than WBA Holdings) that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) With respect to each Reporting Person, such Reporting Person and, to the knowledge of such Reporting Person, the persons listed in Annex A hereto with respect to such Reporting Person, have not effected any transaction in shares of Common Stock in the past 60 days. (d) Other than WBA and its subsidiaries, including WBA Holdings and WBA Investments and the persons listed in Annex A hereto with respect thereto, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock covered by this Schedule 13D. (e) Not applicable.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth under Item 4 is hereby incorporated by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibits Description of Exhibits 99.1 Framework Agreement, dated as of March 18, 2013, by and among the Issuer, Walgreen Co. and Alliance Boots GmbH (filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein). 99.2 Warrant issued on March 18, 2013 (filed as Exhibit 4.1 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* 99.3 Warrant issued on March 18, 2013 (filed as Exhibit 4.2 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* 99.4 Warrant issued on March 18, 2013 (filed as Exhibit 4.3 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* 99.5 Amendment No. 1 dated August 25, 2016 to Warrant issued on March 18, 2013 (filed as Exhibit 4.1 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on August 25, 2016 and incorporated by reference herein).* 99.6 Warrant issued on March 18, 2013 (filed as Exhibit 4.4 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* 99.7 Amendment No. 1 dated August 25, 2016 to Warrant issued on March 18, 2013 (filed as Exhibit 4.2 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on August 25, 2016 and incorporated by reference herein).* 99.8 Shareholders Agreement, dated as of March 18, 2013, by and among the Issuer, Walgreen Co. and Alliance Boots GmbH (filed as Exhibit 10.2 to the Issuers Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein). 99.9 Transaction Rights Agreement, dated as of March 18, 2013, by and among Walgreen Co., Walgreens Pharmacy Strategies, LLC, Alliance Bo

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