WBA Amends Cencora Stake Filing

TL;DR

WBA filed an update on its Cencora holdings, no major changes apparent but always worth watching.

AI Summary

Walgreens Boots Alliance, Inc. (WBA) has filed an amendment (No. 18) to its Schedule 13D concerning Cencora, Inc. (COR). The filing, dated August 20, 2024, indicates a change in the reporting of beneficial ownership. WBA Investments, Inc. is listed as a group member, with Lanesha Minnix of WBA serving as Executive Vice President and Global Chief Legal Officer.

Why It Matters

This filing updates the market on Walgreens Boots Alliance's beneficial ownership of Cencora, which could signal strategic shifts or ongoing investment activities between the two companies.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, typically indicating updates to previously disclosed information rather than new significant events.

Key Players & Entities

• Walgreens Boots Alliance, Inc. (company) — Filing entity
• Cencora, Inc. (company) — Subject company
• WBA Investments, Inc. (company) — Group member
• Lanesha Minnix (person) — Executive Vice President and Global Chief Legal Officer of Walgreens Boots Alliance, 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

• d858961dsc13da.htm (SC 13D/A) — 75KB
• 0001193125-24-203644.txt ( ) — 77KB

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: Amendment No. 2 to the Amended and Restated Shareholders Agreement by and between Walgreens Boots Alliance, Inc., and Cencora, Inc. (f/k/a AmerisourceBergen Corporation) dated as of June 1, 2021 (the A&R Shareholders Agreement). On August 16, 2024, WBA and the Issuer entered into Amendment No. 2 to the A&R Shareholders Agreement, which is filed as Exhibit 99.29 hereto (the Second Amendment). As disclosed in Amendment No. 9 to this Schedule 13D, filed on August 4, 2022, the A&R Shareholders Agreement was amended on August 2, 2022 (the First Amendment) to increase the maximum size of the board of directors of the Issuer to the sum of (A) eleven (11) and (B) the number of WBA designees to which WBA is entitled pursuant to Section 1.1 of the A&R Shareholders Agreement. This Second Amendment further increases the maximum size of the board of directors of the Issuer to the sum of (A) fourteen (14) and (B) the number of WBA designees to which WBA is entitled pursuant to Section 1.1 of the A&R Shareholders Agreement. The foregoing description of the changes to the A&R Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Shareholders Agreement, the First Amendment and the Second Amendment, which are filed as Exhibit 99.13, Exhibit 99.14 and Exhibit 99.29, respectively, and are incorporated herein 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

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this Dated: August 20, 2024 WALGREENS BOOTS ALLIANCE HOLDINGS LLC By: /s/ Joseph B. Amsbary, Jr. Name: Joseph B. Amsbary, Jr. Title: Senior Vice President and Secretary WBA INVESTMENTS, INC. By: /s/ Joseph B. Amsbary, Jr. Name: Joseph B. Amsbary, Jr. Title: Senior Vice President and Secretary WALGREENS BOOTS ALLIANCE, INC. By: /s/ Joseph B. Amsbary, Jr. Name: Joseph B. Amsbary, Jr. Title: Senior Vice President and Secretary

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View this SC 13D/A filing on SEC EDGAR