Walgreens Announces Pricing of $8 Billion Notes Offering



Walgreens Announces Pricing of $8 Billion Notes Offering

DEERFIELD, Ill., November 06, 2014 - Walgreen Co. (NYSE: WAG) (Nasdaq: WAG) today announced that its wholly owned subsidiary, Walgreens Boots Alliance, Inc., has priced an underwritten public offering of unsecured, unsubordinated notes consisting of:

$750 million of floating rate notes due 2016

$750 million of 1.750% notes due 2017

$1.25 billion of 2.700% notes due 2019

$1.25 billion of 3.300% notes due 2021

$2.0 billion of 3.800% notes due 2024

$500 million of 4.500% notes due 2034

$1.5 billion of 4.800 % notes due 2044

The sale of the notes is expected to close on Nov. 18, 2014, subject to customary closing conditions. The company intends to use the net proceeds from the offering to fund a portion of the cash consideration payable in connection with the previously announced acquisition of the 55 percent equity interest in Alliance Boots GmbH that Walgreens does not currently own, to refinance substantially all of Alliance Boots GmbH’s existing borrowings, and/or to pay related fees and expenses. Following the completion of the second step of the Alliance Boots transaction, a portion of the net proceeds from the sale of the notes may also be used for general corporate purposes, including the repayment of $750 million principal amount of Walgreen Co. 1.000% Notes due March 13, 2015.

Subject to shareholder approval, it is expected that, immediately prior to the completion of the second step of the Alliance Boots transaction, Walgreen Co. will be reorganized into a holding company structure and will become a wholly-owned subsidiary of Walgreens Boots Alliance, Inc. The joint book-running managers for the offering are: Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. These securities are being offered pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. The offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained on the SEC website at http://www.sec.gov or by contacting Goldman, Sachs & Co. by mail at Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-201-793-5170, or by email at prospectus-ny@ny.email.gs.com; Deutsche Bank Securities Inc. by mail at 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611, or by email at prospectus.cpdg@db.com; Merrill Lynch, Pierce, Fenner & Smith Incorporated by mail at 222 Broadway, 11th Floor, New York, NY 10038, Attention: Prospectus Department, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@baml.com; Morgan Stanley & Co. LLC by telephone at 1-866-718-1649; HSBC Securities (USA) Inc. by telephone at 1-866-811-8049; J.P. Morgan Securities LLC by mail at 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk - 3rd floor, or by telephone at (212) 834-4533; and Wells Fargo Securities, LLC by mail at 608 2nd Avenue, South Minneapolis, MN 55402, Attention: WFS Customary Service, by telephone at 1-800-645-3751 or by email at wfscustomerservice@wellsfargo.com.

About Walgreens

As the nation's largest drugstore chain with fiscal 2014 sales of $76 billion, Walgreens’ vision is to be America's most loved pharmacy-led health, wellbeing and beauty enterprise. Each day, in communities across America, more than 8 million customers interact with Walgreens using the most convenient, multichannel access to consumer goods and services and trusted, cost-effective pharmacy, health and wellness services and advice. Walgreens’ scope of pharmacy services includes retail, specialty, infusion, medical facility and mail service, along with online and mobile services. These services improve health outcomes and lower costs for payers including employers, managed care organizations, health systems, pharmacy benefit managers and the public sector. The company operates 8,218 drugstores with a presence in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Walgreens’ digital business includes Walgreens.com, drugstore.com, Beauty.com, SkinStore.com and VisionDirect.com. Walgreens also manages more than 400 Healthcare Clinic and provider practice locations around the country.

Cautionary Note Regarding Forward-Looking Statements:

Statements in this release that are not historical 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," "would," "could," "should," "can," "will," "project," "intend," "plan," "goal," "target," "continue," "sustain," "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume," 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 involve risks, assumptions and uncertainties, including, but not limited to, those described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K, as amended, which is incorporated herein by reference, and in other documents that we file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, Walgreens does not undertake, and expressly disclaims, 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.

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