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DEERFIELD, Ill. – Walgreens Boots Alliance, Inc. (WBA) has agreed to the early settlement of certain prepaid variable share forward transactions it had previously entered into with various financial institutions, with respect to shares of Cencora, Inc. Under these transactions, the company had previously received cash payments in an aggregate amount of approximately $1.1 billion on or about the dates of first entering into them. The transactions were scheduled to mature during March and June of calendar year 2026.
As part of the early settlement of the transactions prior to their scheduled maturities, WBA will deliver to the financial institutions an aggregate of approximately 6.1 million shares of Cencora, while paying a net aggregate cash payment of approximately $20 million.
The transaction fulfills the company’s obligations to deliver shares at a future date to each financial institution participating in the early settlement. These contracts have accreted cash value to the company as a result of participation in the appreciation of Cencora’s stock since entering the transactions in 2023. The early settlement together with the concurrent share sale realizes the embedded cash value that exists in the prepaid variable share forwards.
Concurrent with these early settlements, WBA today announced that it has sold shares of Cencora common stock in an unregistered block trade pursuant to Rule 144 for proceeds of approximately $265 million, and has sold additional shares in a share repurchase by Cencora for additional proceeds of approximately $50 million.
Proceeds to WBA will be used primarily for debt paydown and general corporate purposes. The proceeds from these transactions as well as other actions, including the recent suspension of the dividend, further help position the Company to address its upcoming debt maturities in fiscal 2026.
Walgreens Boots Alliance’s ownership of Cencora’s common stock has decreased from approximately 10 percent to approximately six percent. The sale has no impact to the long-term partnership between the two companies. Walgreens Boots Alliance remains fully committed to the strategic, mutually beneficial relationship with Cencora, which has been a strong and trusted partner since 2013. Chief Operating Officer, International of Walgreens Boots Alliance Ornella Barra, will continue to serve on Cencora’s board of directors.
