Sec Form 13D Filing - Walgreens Boots Alliance Inc. @ Cencora Inc.

Sec Form 13D Filing - Walgreens Boots Alliance Inc. (WBA) filing for Cencora Inc. (COR) - 2022-11-09

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

AMERISOURCEBERGEN CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

03073E105

(CUSIP Number)

Danielle Gray

Executive Vice President, Global Chief Legal Officer

Walgreens Boots Alliance, Inc.

108 Wilmot Road

Deerfield, Illinois 60015

(847) 315-2500

With a copy to:

Nicolas Grabar

Lillian Tsu

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D


CUSIP No. 03073E105


1		Name of Reporting Person Walgreens Boots Alliance Holdings LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) AF, OO
5		Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

*	This calculation is based on 202,441,416 shares of Common Stock outstanding as of November 7, 2022 (as represented by the Issuer in its Prospectus Supplement on Form 424(b)(7) filed on November 8, 2022).

13D


CUSIP No. 03073E105


1		Name of Reporting Person WBA Investments, Inc.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) AF, OO
5		Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

*	This calculation is based on 202,441,416 shares of Common Stock outstanding as of November 7, 2022 (as represented by the Issuer in its Prospectus Supplement on Form 424(b)(7) filed on November 8, 2022).

13D


CUSIP No. 03073E105


1		Name of Reporting Person Walgreens Boots Alliance, Inc.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) AF, OO
5		Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

*	This calculation is based on 202,441,416 shares of Common Stock outstanding as of November 7, 2022 (as represented by the Issuer in its Prospectus Supplement on Form 424(b)(7) filed on November 8, 2022).

This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) amends and supplements the Schedule 13D (the “Schedule 13D”) relating to the common stock, $0.01 par value per share (“Common Stock”), of AmerisourceBergen Corporation, a Delaware corporation (the “Issuer”), originally filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2014, as amended by Amendment No. 1 thereto filed on January 16, 2015, Amendment No. 2 thereto filed on January 25, 2016, Amendment No. 3 thereto filed on March 22, 2016, Amendment No. 4 thereto filed on August 25, 2016, Amendment No. 5 thereto filed on November 14, 2016, Amendment No. 6 thereto filed on January 6, 2021, Amendment No. 7 thereto filed on June 3, 2021, Amendment No. 8 thereto filed on May 12, 2022 and Amendment No. 9 thereto filed on August 4, 2022. Terms used but not defined in this Amendment No. 10 have the respective meanings given to such terms in the original Schedule 13D, as previously amended.

Item 2.

Identity and Background.

Item 2 is amended and supplemented as follows:

This Amendment No. 10 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 mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Item 4.

Purpose of Transaction.

Item 4 is amended and supplemented as follows by adding the following:

November 2022 Equity Offering

On November 7, 2022, the Issuer and WBA Holdings entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”). Pursuant to the Underwriting Agreement, WBA Holdings sold 10,000,000 shares of common stock, par value $0.01 per share, of the Issuer (the “Common Stock”) to the Underwriter at a price of $154.60 per share (the “November 2022 Offering”), representing approximately 4.9% of the outstanding Common Stock as of November 7, 2022 (as represented by the Issuer in its Prospectus Supplement on Form 424(b)(7) filed on November 8, 2022). The closing of the November 2022 Offering is expected to occur on November 10, 2022.

In addition, subject to the closing of the November 2022 Offering, the Issuer and WBA Holdings concurrently entered into a share repurchase agreement (the “Share Repurchase Agreement”) whereby the Issuer repurchased directly from WBA Holdings 3,234,153 shares of the Common Stock at a price per share equal to the price to the Underwriter for the November 2022 Offering.

The closing of the concurrent share repurchase is conditioned upon the closing of the November 2022 Offering. However, the November 2022 Offering is not conditioned upon the completion of the concurrent share repurchase.

The November 2022 Offering and the concurrent share repurchase is part of WBA’s efforts to continue to optimize its capital allocation to continue to support strategic initiatives and reduce indebtedness.

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 WBA’s 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 of the shares of Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, other investment and/or business opportunities available to the Reporting Persons, strategic considerations in respect of the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. WBA will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Common Stock that may be sold by WBA, if any, is not ascertainable.

In connection with the November 2022 Offering, WBA Holdings entered into a 30-day “lock-up” agreement with the Underwriter, dated November 7, 2022 (the “Lock-up Agreement”). Under the Lock-up Agreement, WBA Holdings agreed that, without the prior written consent of the Underwriter, and subject to certain exceptions, it would not, for a period of 30 days from the date of the prospectus for the November 2022 Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, or (3) cause to be filed or confidentially submitted any registration statement for the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement), as well as the A&R Shareholders Agreement, remain in full force and effect in accordance with their respective terms.

Ornella Barra remains a director of the Issuer. It is currently expected that Ms. Barra (or another designee of WBA) will remain a director of the Issuer unless and until the occurrence of a Walgreens Investor Rights Termination Event (as defined in the A&R Shareholders Agreement).

The foregoing summaries of the Underwriting Agreement, the Share Repurchase Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Share Repurchase Agreement and the Form of Lock-up Agreement, copies of which are attached hereto as Exhibits 99.15, 99.16 and 99.17, respectively, and are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended and supplemented as follows:

(a) and (b). The ownership percentages set forth below are based on 202,441,416 shares of Common Stock outstanding as of November 7, 2022 (as represented by the Issuer in its Pros pectus Supplement on Form 424(b)(7) filed on November 8, 2022). WBA Holdings may be deemed to beneficially own 39,620,714 shares of Common Stock, representing approximately 19.6%* of the total number of shares of Common Stock outstanding, as of the filing of this Amendment No. 10.

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 39,620,714 shares of Common Stock held by WBA Holdings, representing approximately 19.6%* of the total number of shares of Common Stock outstanding, as of the filing of this Amendment No. 10.

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.

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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Boots GmbH, Alliance Boots Luxembourg S.à r.l., and WAB Holdings LLC (filed as Exhibit 10.3 to Walgreen Co.’s Current Report on Form 8- K (File No. 1-00604), filed on March 20, 2013 and incorporated by reference herein).

99.10		Notice, dated as of December 31, 2014, provided by Walgreen Co. to AmerisourceBergen Corporation and Alliance Boots GmbH (previously filed on January 16, 2015 as Exhibit 99.11 to Amendment No. 1 to this Schedule 13D).

99.11		Joint Filing Agreement, dated August 25, 2016 (previously filed on August 25, 2016 as Exhibit 99.11 to Amendment No. 4 to this Schedule 13D).

99.12		Share Purchase Agreement, dated as of January 6, 2021, by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (incorporated herein by reference to Exhibit 2.1 of the Form 8-K Filed by Walgreens Boots Alliance, Inc. on January 7, 2021 (file number 001-36759)).

99.13		Amended and Restated AmerisourceBergen Shareholders Agreement, by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (previously filed on June 3, 2021 as Exhibit 99.13 to Amendment No. 7 to this Schedule 13D).

99.14		Amendment No. 1 to the Amended and Restated AmerisourceBergen Shareholders Agreement, dated as of July 6, 2022, by and between Walgreens Boots Alliance, Inc., and Amerisource Bergen Corporation (filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (File No. 001-16671), filed on August 3, 2022 and incorporated by reference herein).

99.15		Underwriting Agreement, dated as of November 7, 2022, by and among AmerisourceBergen Corporation, Walgreens Boots Alliance Holdings LLC and Morgan Stanley & Co. LLC.

99.16		Share Repurchase Agreement, dated as of November 6, 2022, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC.

99.17		Form of Lock-Up Agreement (included in Exhibit 99.15).

*	As previously disclosed, Warrants exercised in full on March 18, 2016 and August 25, 2016.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2022


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/ Jose ph 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

ANNEX A

WALGREENS BOOTS ALLIANCE HOLDINGS LLC

OFFICERS

Manmohan Mahajan, President

Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.

Mark Weisz, Vice President

Present Principal Occupation: Senior Vice President, Global Tax, Walgreens Boots Alliance, Inc.

Joseph B. Amsbary, Jr., Senior Vice President and Secretary

Present Principal Occupation: Senior Vice President and Corporate Secretary, Walgreens Boots Alliance Inc.

Omorlie Harris, Treasurer

Present Principal Occupation: Senior Vice President, Global Treasurer, Walgreens Boots Alliance, Inc.

John Saylor, Assistant Secretary

Present Principal Occupation: Vice President, Tax Compliance, Walgreen Co.

WBA INVESTMENTS, INC.

DIRECTORS

Manmohan Mahajan, President

Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.

Joseph B. Amsbary, Jr.

Present Principal Occupation: Senior Vice President and Corporate Secretary, Walgreens Boots Alliance, Inc.

Mark Weisz, Vice President

Present Principal Occupation: Senior Vice President, Global Tax, Walgreens Boots Alliance, Inc.

OFFICERS

Manmohan Mahajan, President

Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.

Mark Weisz, Vice President

Present Principal Occupation: Senior Vice President, Global Tax, Walgreens Boots Alliance, Inc.

Joseph B. Amsbary, Jr., Senior Vice President and Secretary

Present Principal Occupation: Senior Vice President and Corporate Secretary, Walgreens Boots Alliance, Inc.

Omorlie Harris, Treasurer

Present Principal Occupation: Senior Vice President, Global Treasurer, Walgreens Boots Alliance, Inc.

John Saylor, Assistant Secretary

Present Principal Occupation: Vice President, Tax Compliance, Walgreen Co.

Sue Halliday, Assistant Treasurer

Present Principal Occupation: Divisional Vice President, Accounting Shared Services, Walgreen Co.

WALGREENS BOOTS ALLIANCE, INC.

DIRECTORS

Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens, except for Janice M. Babiak, who is a citizen of the United States and the United Kingdom; John A. Lederer, who is a citizen of Canada; Stefano Pessina, who is a citizen of Monaco; and Dominic P. Murphy, who is a citizen of the Republic of Ireland.

Janice M. Babiak

Present Principal Occupation: Former Partner, Ernst & Young LLP

Inderpal S. Bhandari

Present Principal Occupation: Global Chief Data Officer, IBM Corporation

Rosalind Gates Brewer

Present Principal Occupation: Chief Executive Officer, Walgreens Boots Alliance, Inc.

William C. Foote

Present Principal Occupation: Lead Independent Director, Walgreens Boots Alliance, Inc. and Former Chairman and Chief Executive Officer, USG Corporation

Ginger L. Graham

Present Principal Occupation: Former President and Chief Executive Officer, Amylin Pharmaceuticals

Bryan C. Hanson

Present Principal Occupation: President, CEO and Chairman, Zimmer Biomet

Valerie B. Jarrett

Present Principal Occupation: Chief Executive Officer of the Obama Foundation and Former Senior Advisor to President Barack Obama

John A. Lederer

Present Principal Occupation: Interim Chief Executive Officer, Staples, Inc. and Senior Advisor, Sycamore Partners

Dominic P. Murphy

Business Address: 111 Strand, London WC2R 0AG, United Kingdom

Present Principal Occupation: Managing Partner and Co-Head of UK Investments, CVC Capital Partners

Stefano Pessina

Business address: 24 Boulevard du Ténao, 98000 Monaco

Present Principal Occupation: Executive Chairman, Walgreens Boots Alliance, Inc.

Nancy M. Schlichting

Present Principal Occupation: Former Chief Executive Officer, Henry Ford Health System

Steve J. Shulman

Present Principal Occupation: Managing Partner, Shulman Family Ventures, Chairman of CareCentrix, Inc. and Lead Director of VillageMD

OFFICERS

Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all executive officers listed below are United States citizens, except for Stefano Pessina and Ornella Barra, who are each citizens of Monaco; and James Kehoe, who is a citizen of the Republic of Ireland.

Stefano Pessina

Business Address: 24 Boulevard du Ténao, 98000 Monaco

Present Principal Occupation: Executive Chairman of the Board, Walgreens Boots Alliance, Inc.

Ornella Barra

Business Address: 24 Boulevard du Ténao, 98000 Monaco

Present Principal Occupation: Chief Operating Officer, International, Walgreens Boots Alliance, Inc.

Rosalind Gates Brewer

Present Principal Occupation: Chief Executive Officer, Walgreens Boots Alliance, Inc.

James Kehoe

Present Principal Occupation: Executive Vice President and Global Chief Financial Officer, Walgreens Boots Alliance, Inc.

Danielle Gray

Present Principal Occupation: Executive Vice President and Global Chief Legal Officer, Walgreens Boots Alliance, Inc.

Holly May

Present Principal Occupation: Executive Vice President and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc.

Henry Lee Cooper, IV

Present Principal Occupation: Executive Vice President and President, Pharmacy

Kevin Ban, M.D.

Present Principal Occupation: Executive Vice President and Global Chief Medical Officer, Walgreens Boots Alliance, Inc.

Tracey Brown

Present Principal Occupation: President, Walgreens Retail, and Chief Customer Officer

John Driscoll

Present Principal Occupation: Executive Vice President, President of U.S. Healthcare

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared V oting Power

39,620,714

Sole Dispositive Power

Shared Dispositive Power

39,620,714