UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

 

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

 

 

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) 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).

 

(Continued on following pages)

 

 

 

*            This calculation is based on 1,083,282,661 shares of Common Stock, par value $0.01 per share, outstanding as of September 30, 2016, as reported by the Issuer in the Prospectus Supplement (to the prospectus dated February 17, 2016 forming part of the shelf Registration Statement on Form S-3 (No. 333-209569)), dated November 1, 2016 and filed pursuant to Rule 424(b)(7) with the Securities and Exchange Commission on November 3, 2016.

 

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*            This calculation is based on 1,083,282,661 shares of Common Stock, par value $0.01 per share, outstanding as of September 30, 2016, as reported by the Issuer in the Prospectus Supplement (to the prospectus dated February 17, 2016 forming part of the shelf Registration Statement on Form S-3 (No. 333-209569)), dated November 1, 2016 and filed pursuant to Rule 424(b)(7) with the Securities and Exchange Commission on November 3, 2016.

 

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*            This calculation is based on 1,083,282,661 shares of Common Stock, par value $0.01 per share, outstanding as of September 30, 2016, as reported by the Issuer in the Prospectus Supplement (to the prospectus dated February 17, 2016 forming part of the shelf Registration Statement on Form S-3 (No. 333-209569)), dated November 1, 2016 and filed pursuant to Rule 424(b)(7) with the Securities and Exchange Commission on November 3, 2016.

 

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Explanatory Note

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed by the Reporting Persons (as defined herein) and relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Walgreens Boots Alliance, Inc., a Delaware corporation (the “Issuer”).  This Amendment No. 3 amends and supplements the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on December 31, 2014, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on January 20, 2015 and by Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 31, 2015 (as so amended, the “Existing Schedule 13D”).  Capitalized terms used in this Amendment No. 3 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D.  Except as specifically amended hereby, items in the Existing Schedule 13D remain unmodified.

 

Item 2.  Identity and Background.

 

Item 2 of the Existing Schedule 13D is amended and restated in its entirety as follows:

 

(a)             This Schedule 13D is being filed by:

 

(i)                 Alliance Santé Participations S.A., a Luxembourg corporation (société anonyme) with a registered address at 14, avenue du X Septembre, L-2550 Luxembourg and registered with the Luxembourg Registry of Companies and Commerce under B 51280 (“ASP”);

 

(ii)              NEWCIP S.A., a Luxembourg corporation (société anonyme) with a registered address at 14, avenue du X Septembre, L-2550 Luxembourg and registered with the Luxembourg Registry of Companies and Commerce under B 123006 (“NEWCIP”); and

 

(iii)           Stefano Pessina, a citizen of Monaco (“Pessina”).

 

ASP, NEWCIP and Pessina are collectively referred to herein as the “Reporting Persons”, and, in the Existing Schedule 13D, are collectively referred to as the “Pessina Reporting Persons”.

 

The shares of Common Stock reported as beneficially owned with sole voting and sole dispositive power by the Reporting Persons are held of record by ASP.

 

NEWCIP is the sole shareholder of ASP and Pessina holds 100% voting control over NEWCIP.

 

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 and 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.

 

(b)             The principal business address of ASP and NEWCIP is at 14, avenue du X Septembre, L-2550 Luxembourg, Grand Duchy of Luxembourg. The business address of Pessina is at 24 Boulevard du Ténao, Monte Carlo, 98000 Monaco.

 

(c)              The principal business of ASP and NEWCIP is the holding of investments. The principal business occupation of Pessina is as the Executive Vice Chairman and Chief Executive Officer of the Issuer. 

 

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Since August 2, 2012, Pessina has also been a member of the Board of the Original Issuer and, effective as of the effective time of the Reorganization, of the Issuer.

 

(d), (e)             During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed in Annex A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and none has 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.

 

(f)               Each of ASP and NEWCIP are incorporated under the laws of Luxembourg.  Pessina is a citizen of Monaco.

 

Item 3.                           Source and Amount of Funds or Other Consideration.

 

Item 3 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

On October 31, 2016, ASP entered into a Stock Purchase and Sale Agreement (the “Stock Purchase Agreement”) with KKR Sprint (2006) Limited, KKR Sprint (European II) Limited, KKR Sprint (KPE) Limited, KKR European Co-Invest Fund I, L.P., KKR Reference Fund Investments L.P., KKR Associates Reserve LLC, KKR Associates 2006 (Overseas), Limited Partnership and Sprint Co-Invest 2 L.P. (each, a “KKR Seller” and collectively, the “KKR Sellers”), pursuant to which ASP agreed to purchase an aggregate of 2 million shares of Common Stock from the KKR Sellers.  Pursuant to the Stock Purchase Agreement the price to be paid by ASP to each KKR Seller in consideration of each share of Common Stock purchased was agreed to be the price paid by the underwriter or underwriters for each share of Common Stock to be purchased from the KKR Sellers (the “Underwritten Price per Share”) pursuant to an underwriting agreement (the “Underwriting Agreement”) that the KKR Sellers proposed to enter into with one or more underwriters in connection with an underwritten secondary offering of their shares of Common Stock, subject to the completion of such secondary offering.  Pursuant to the Stock Purchase Agreement, ASP and the KKR Sellers agreed that the completion of the purchase by ASP of the 2 million shares of Common Stock from the KKR Sellers would take place substantially concurrently with the consummation of the sale of any shares of Common Stock to the underwriters pursuant to the Underwriting Agreement.  Pursuant to the Stock Purchase Agreement, each of the KKR Sellers represented that it would not enter into any Underwriting Agreement with respect to the distribution of any shares of Common Stock pursuant to which the offering price may be determined prior to a time that was one business day after the execution and delivery of the Stock Purchase Agreement.  The Stock Purchase Agreement provides that if the KKR Sellers did not enter into the Underwriting Agreement on or before November 10, 2016 or if the Underwriting Agreement was terminated and no shares of Common Stock were sold pursuant to the Underwriting Agreement, the Stock Purchase Agreement would terminate.  The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached hereto as Exhibit H and incorporated herein by reference.

 

On November 1, the Issuer announced that the KKR Sellers intended to offer for sale 20,461,215 shares of Common Stock in an underwritten secondary offering (the “Offering”) and that Goldman, Sachs & Co. would act as the sole underwriter for such Offering.  On November 3, 2016, the Issuer filed a prospectus supplement, dated November 1, 2016, setting forth the terms of the Offering, including that the Underwritten Price per Share was $81.41.

 

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On November 4, 2016, ASP completed the purchase of 2 million shares of Common Stock from the KKR Sellers pursuant to the terms and conditions of the Stock Purchase Agreement at a purchase price per share of $81.41 for an aggregate purchase price of $162,820,000.  The source of the funds used to pay the aggregate purchase price was the cash working capital of ASP and its affiliates.

 

Item 5.                           Interest in Securities of the Issuer.

 

Item 5 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

The ownership percentages set forth below are based on 1,083,282,661 shares of Common Stock, par value $0.01 per share, outstanding as of September 30, 2016, as reported by the Issuer in the Prospectus Supplement (to the prospectus dated February 17, 2016 forming part of the shelf Registration Statement on Form S-3 (No. 333-209569)), dated November 1, 2016 and filed pursuant to Rule 424(b)(7) with the SEC on November 3, 2016.

 

(a)             The Reporting Persons beneficially own an aggregate of 142,992,525 shares of Common Stock, which represent, in the aggregate, approximately, 13.2% of the outstanding shares of Common Stock.  The 142,992,525 shares of Common Stock are held directly and of record by ASP.  The number does not include 96,500 shares of Common Stock underlying restricted stock units awarded to Pessina (being 93,608 shares underlying restricted stock units awarded to Pessina on January 15, 2015 and 2,892 shares underlying restricted stock units issued in lieu of dividends with respect to that award) which will not vest until January 15, 2018, being the third anniversary of the award.  The number of shares of Common Stock beneficially owned by the persons listed in Annex A is set forth therein and is incorporated herein by reference.

 

(b)             ASP has the sole power to vote and the sole power to dispose of the 142,992,525 shares of Common Stock held directly and of record by ASP, which shares represent approximately 13.2% of the outstanding shares of Common Stock.  NEWCIP is the sole shareholder of ASP and Pessina holds 100% voting control over NEWCIP; accordingly each of NEWCIP and Pessina may be deemed to be the beneficial owner of the 142,992,525 shares of Common Stock held directly and of record by ASP.

 

The information with respect to the voting and dispositive power of the shares of Common Stock beneficially owned by the persons listed in Annex A is set forth therein and is incorporated herein by reference.

 

(c)              Other than as described elsewhere in this Schedule 13D (including the information in Item 3 which is incorporated herein by reference), the Reporting Persons and, to the knowledge of the Reporting Persons, the persons listed in Annex A hereto have effected no transactions in shares of Common Stock in the past 60 days.

 

(d)             Other than the Reporting Persons and the persons listed in Annex A hereto, 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 Reporting Persons’ securities or, to the knowledge of the Reporting Persons, the securities of the persons listed in Annex A hereto, respectively.

 

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(e)              Not applicable.

 

Item 6.                           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Existing Schedule 13D is hereby amended and supplemented by deleting the last sentence thereof and replacing it with the following:

 

The information set forth in Items 3 and 4 of this Schedule 13D (including information added to such Items by Amendment No. 3 and Amendment No. 2) is incorporated herein by reference.

 

Item 7.                           Material to be Filed as Exhibits.

 

Item 7 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit G                         First Amendment to Joint Filing Agreement, dated as of November 4, 2016, by and among Sprint Acquisitions Holdings Limited (formerly known as AB Acquisitions Holdings Limited), Alliance Santé Participations S.A., NEWCIP S.A., and Stefano Pessina.

 

Exhibit H                        Stock Purchase and Sale Agreement, dated October 31, 2016, by and among KKR Sprint (2006) Limited, KKR Sprint (European II) Limited, KKR Sprint (KPE) Limited, KKR European Co-Invest Fund I, L.P., KKR Reference Fund Investments L.P., KKR Associates Reserve LLC, KKR Associates 2006 (Overseas), Limited Partnership and Sprint Co-Invest 2 L.P., as sellers, and Alliance Santé Participations S.A., as purchaser.

 

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SIGNATURE

 

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.

 

Date: November 4, 2016

 

	ALLIANCE SANTE PARTICIPATIONS S.A.
	By:	/S/ STEFANO PESSINA
		Name: Stefano Pessina
		Title: Administrateur (Director)
	NEWCIP S.A.
	By:	/S/ STEFANO PESSINA
		Name: Stefano Pessina
		Title: Administrateur (Director)
		/S/ STEFANO PESSINA
	STEFANO PESSINA

 

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ANNEX A

 

ALLIANCE SANTE PARTICIPATIONS S.A. AND NEWCIP S.A.

 

The directors of Alliance Santé Participations S.A. are the same individuals as the directors of NEWCIP S.A.

 

Directors

 

Stefano Pessina

Business Address: 24 Boulevard du Ténao, Monte Carlo, 98000 Monaco.

Citizenship: Monaco.

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

Beneficial Ownership of Issuer: See cover page for Stefano Pessina and Item 5 of the Statement.

 

Ornella Barra

 

Business Address: 24 Boulevard du Ténao, Monte Carlo, 98000 Monaco.

Citizenship: Monaco.

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

Beneficial Ownership of Issuer: 1,573,438; approximately 0.15% of outstanding shares.(1)(2)

 

Jean-Paul Goerens

 

Business Address:  14, avenue du X Septembre, L-2550 Luxembourg, Grand Duchy of Luxembourg.

Citizenship: Luxembourg.

Present Principal Occupation: Self-employed lawyer.

Beneficial Ownership of Issuer: 183,195 shares;(3) in addition, Mr. Goerens has shared beneficial ownership over a further 5,000 shares; less than 0.1% of outstanding shares.(1)

 

Simone Retter

 

Business Address:  14, avenue du X Septembre, L-2550 Luxembourg, Grand Duchy of Luxembourg.

Citizenship: Luxembourg.

Present Principal Occupation: Self-employed lawyer.

Beneficial Ownership of Issuer: 183,195 shares;(3) in addition, Ms. Retter beneficially owns a further 1,500 shares; less than 0.1% of outstanding shares.(1)

 

Other than the foregoing, neither Alliance Santé Participations S.A. nor NEWCIP S.A. has any other directors or executive officers.

 

Notes:

 

(1)         Ownership percentages are based on 1,083,282,661 shares of Common Stock, par value $0.01 per share, outstanding as of September 30, 2016, as reported by the Issuer in the Prospectus Supplement (to the prospectus dated February 17, 2016 forming part of the shelf Registration Statement on Form S-3 (No. 333-209569)), dated November 1, 2016 and filed pursuant to Rule 424(b)(7) with the Securities and Exchange Commission on November 3, 2016.

 

(2)         Shares of Common Stock beneficially owned are held of record by Ms. Barra who acquired them as follows: (i) 295,257 shares of Common Stock in connection with the First Step Acquisition in consideration of Ms. Barra’s participation in the Alliance Boots Management Equity Plan; (ii) 366,094 shares of Common Stock as a return of Purchase Proceeds by Sprint Acquisitions Holdings Limited (formerly known as AB Acquisitions Holdings Limited, “Gibco”)) contemporaneous with the First Step Acquisition in respect of Ms. Barra’s indirect investment in Gibco; (iii) 480,113 shares of Common Stock in connection with the Second Step Acquisition in consideration of Ms. Barra’s participation in the Alliance Boots Management Equity Plan; (iv) 26,166 shares of Common Stock in connection with a share award under the Alliance Boots 2012 Long-Term Incentive Plan; and (v) 405,808 shares of Common Stock in connection with the distribution by Gibco on December 31, 2015 of the 139,689,339 shares of Common Stock issued to Gibco in the Second Step Acquisition in respect of Ms. Barra’s indirect investment in Gibco.  Ms. Barra has sole voting and dispositive power with respect to the shares of Common Stock she holds.

 

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(3)         The shares of Common Stock beneficially owned are held of record by SJ Ventures Ltd which acquired (i) 23,493 shares of Common Stock as a return of First Step Purchase Proceeds by Gibco contemporaneous with the First Step Acquisition in respect of its indirect investment in Gibco and (ii) 159,702 shares of Common Stock in connection with the distribution by Gibco on December 31, 2015 of the 139,689,339 shares of Common Stock issued to Gibco in the Second Step Acquisition in respect of SJ Ventures Ltd’s indirect investment in Gibco.  Mr. Goerens has approximately a 92% pecuniary interest in the shares held by SJ Ventures Ltd and Ms. Retter has approximately an 8% pecuniary interest in the shares held by SJ Ventures Ltd.

 

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EXHIBIT INDEX

 

Exhibit A.                      Joint Filing Agreement, dated December 31, 2014, by and among, AB Acquisitions Holdings Limited, Alliance Santé Participations S.A., NEWCIP S.A. and Stefano Pessina.*

 

Exhibit B                         Purchase and Option Agreement, dated as of June 18, 2012, by and among Alliance Boots GmbH, AB Acquisitions Holdings Limited, and Walgreen Co. (incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed by the Original Issuer on June 19, 2012 (file number 001-00604))

 

Exhibit C                         Shareholders Agreement, dated as of August 2, 2012, by and among Walgreen Co., Stefano Pessina, KKR Sprint (Europe II) Limited, KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, Alliance Santé Participations S.A., each of the persons becoming a party thereto and Kohlberg Kravis Roberts & Co. L.P. (incorporated herein by reference to Exhibit 4.1 of the Form 8-K filed by the Original Issuer on August 6, 2012 (file number 001-00604)).

 

Exhibit D                         Amendment No. 1, dated August 5, 2014, to the Purchase and Option Agreement and Walgreen Co. Shareholders Agreement, by and among Walgreen Co., Alliance Boots GmbH, AB Acquisitions Holdings Limited, Walgreen Scotland Investments LP, KKR Sprint (European II) Limited, KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, Alliance Santé Participations S.A., Stefano Pessina and Kohlberg Kravis Roberts & Co. L.P. (incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed by the Original Issuer on August 6, 2014 (file number 001-00604)).

 

Exhibit E                          Amendment No. 2, dated December 31, 2014, to the Purchase and Option Agreement and Walgreen Co. Shareholders Agreement, as Amended by Amendment No. 1, dated as of August 5, 2014, by and among Walgreen Co., Alliance Boots GmbH, AB Acquisitions Holdings Limited, Ontario Holdings WBS Limited, KKR Sprint (European II) Limited, KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, Alliance Santé Participations S.A., Stefano Pessina and Kohlberg Kravis Roberts & Co. L.P.*

 

Exhibit F                           Notification Letter, dated December 31, 2014, from Walgreens to Alliance Boots GmbH, AB Acquisitions Holdings Limited, KKR Sprint (European II) Limited, KKR Sprint (2006) Limited, KKR Sprint (KPE) Limited, Kohlberg Kravis Roberts & Co. L.P., Alliance Santé Participations S.A. and Stefano Pessina.*

 

Exhibit G                         First Amendment to Joint Filing Agreement, dated as of November 4, 2016, by and among Sprint Acquisitions Holdings Limited (formerly known as AB Acquisitions Holdings Limited), Alliance Santé Participations S.A., NEWCIP S.A., and Stefano Pessina.**

 

Exhibit H                        Stock Purchase and Sale Agreement, dated October 31, 2016, by and among KKR Sprint (2006) Limited, KKR Sprint (European II) Limited, KKR Sprint (KPE) Limited, KKR European Co-Invest Fund I, L.P., KKR Reference Fund Investments L.P., KKR Associates Reserve LLC, KKR Associates 2006 (Overseas), Limited Partnership and Sprint Co-Invest 2 L.P., as sellers, and Alliance Santé Participations S.A., as purchaser.**

 

*      Filed with original Schedule 13D, dated December 31, 2014.

**   Filed herewith.

 

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EXHIBIT G

 

FIRST AMENDMENT TO JOINT FILING AGREEMENT

 

This First Amendment, dated as of November 4, 2016 (this “Amendment”) to the Joint Filing Agreement, dated December 31, 2014 (the “Joint Filing Agreement”), is made and entered into by and among Sprint Acquisitions Holdings Limited (formerly known as AB Acquisitions Holdings Limited), a Gibraltar private limited liability company (“Gibco”), Alliance Santé Participations S.A., a Luxembourg société anonyme (“ASP”), NEWCIP S.A., a Luxembourg société anonyme (“NEWCIP”), and Stefano Pessina, a citizen of Monaco (“Pessina” and together with ASP and NEWCIP, the “Pessina Reporting Persons”).

 

WHEREAS, on December 31, 2014, the parties hereto entered into the Joint Filing Agreement;

 

WHEREAS, pursuant to the Joint Filing Agreement and Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , the parties hereto have previously jointly filed with the Securities and Exchange Commission (the “SEC”): (i) on December 31, 2014, a Schedule 13D (the “Schedule 13D”) with respect to their beneficial ownership of the shares of common stock, par value $0.01 per share of Walgreens Boots Alliance, Inc. (“Common Stock”); (ii) on January 20, 2015, Amendment No. 1 to the Schedule 13D; and (iii) on December 31, 2015, Amendment No. 2 to the Schedule 13D;

 

WHEREAS, Item 5(e) of the Schedule 13D, as amended and supplemented by Amendment No. 2 thereto, duly reported that as of December 31, 2015 Gibco no longer beneficially owned any shares of Common Stock;

 

WHEREAS, Gibco is no longer required to file statements on Schedule 13D and desires to revoke and terminate its agreement pursuant to the Joint Filing Agreement that any such statement be filed on its behalf; and

 

WHEREAS, by and among each of them, the Pessina Reporting Parties desire to continue their agreement pursuant to the Joint Filing Agreement that Amendment No. 3 to the Schedule 13D, filed with the SEC on or about the date hereof, with respect to the beneficial ownership by them of shares of Common Stock, is being filed, and all subsequent amendments thereto will be filed, on behalf of each of the Pessina Reporting Persons in accordance with Rule 13d-1(k) under the Exchange Act;

 

NOW, THEREFORE, in consideration of the premises and agreements set forth below and intending to be legally bound, the parties agree as follows:

 

1.                                      Revocation and Termination.  With respect solely to Gibco, the Joint Filing Agreement is revoked and terminated and the terms and conditions thereof shall be of no further force and effect and Amendment No. 3 to the Schedule 13D is not being, and all subsequent amendments thereto will not be, filed on behalf of Gibco pursuant thereto.

 

2.                                      Continuation; Full Force and Effect.  With respect to the Pessina Reporting Parties, the terms and conditions of the Joint Filing Agreement shall continue in full force and effect and Amendment No. 3 to the Schedule 13D is being, and all subsequent amendments thereto will be, filed jointly on behalf of each of the Pessina Reporting Persons pursuant thereto in accordance with Rule 13d-1(k) under the Exchange Act.

 

3.                                      Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

	SPRINT ACQUISITIONS HOLDINGS LIMITED
	By:	/s/ VIKRAM NAGRANI
		Name: Vikram Nagrani Title: Director
		/s/ JUAN X. CHINCOTTA
		Name: Juan X. Chincotta Title: Director
	ALLIANCE SANTE PARTICIPATIONS S.A.
	By:	/s/ STEFANO PESSINA
		Name: Stefano Pessina Title: Administrateur (Director)
	NEWCIP S.A.
	By:	/s/ STEFANO PESSINA
		Name: Stefano Pessina Title: Administrateur (Director)
	/s/ STEFANO PESSINA
	STEFANO PESSINA

 

EXHIBIT H

 

EXECUTION VERSION

 

STOCK PURCHASE AND SALE AGREEMENT

 

THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of October, 2016, by and among KKR Sprint (2006) Limited, KKR Sprint (European II) Limited, KKR Sprint (KPE) Limited, KKR European Co-Invest Fund I, L.P., KKR Reference Fund Investments L.P., KKR Associates Reserve LLC, KKR Associates 2006 (Overseas), Limited Partnership and Sprint Co-Invest 2 L.P. (each, a “Seller” and collectively, the “Sellers”) and Alliance Santé Participations S.A., a Luxembourg société anonyme (the “Purchaser”).

 

RECITALS

 

WHEREAS, the Sellers propose to enter into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Sellers would sell shares of common stock, $0.01 par value per share (the “Common Stock”) of Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”) to one or more underwriters;

 

WHEREAS, the Sellers are the legal and beneficial owners of shares of Common Stock; and

 

WHEREAS, subject to the terms and conditions of this Agreement, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, an aggregate of 2,000,000 shares of Common Stock (the “Shares”) on the terms and conditions set forth herein (the “Transaction”) substantially concurrently with the sale of any shares of Common Stock pursuant to the Underwriting Agreement.

 

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

 

ARTICLE I
SALE AND PURCHASE OF THE SHARES

 

Section 1.1            Purchase.  Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller, severally and not jointly, agrees to sell, assign, transfer and convey to the Purchaser, free and clear of any liens and other encumbrances (other than those arising under the Walgreen Co. Shareholders Agreement dated August 2, 2012, among Sellers, Purchaser, Walgreen Co. (predecessor of WBA) and others (as amended, the “Shareholders Agreement”) and those arising under applicable securities laws (the “Permitted Encumbrances”), and the Purchaser agrees to purchase from each such Seller, the number of Shares set forth opposite the name of such Seller in Annex A.  In consideration of the aforesaid sale and purchase, at the Closing, the Purchaser will pay to each Seller for each Share sold by it as set forth in Annex A, a purchase price per Share equal to the Underwritten Price per Share (defined below), in accordance with the provisions of Section 1.2.  The “Underwritten Price per Share” means the price paid by the underwriter or underwriters for each share of Common Stock purchased from the Sellers pursuant to the Underwriting Agreement. The Shares will be sold pursuant to Section 4(a) of the U.S. Securities Act of 1933, as amended.

 

Section 1.2            Closing.  The closing of the Transaction (the “Closing”) will take place substantially concurrently with the consummation of the sale of any shares of Common Stock by the Sellers pursuant to the Underwriting Agreement (such date, the “Closing Date”).  At the Closing, (a) each Seller shall, severally and not jointly, deliver or cause to be delivered to the Purchaser free and clear of any liens and other encumbrances (other than Permitted Encumbrances) all of such Seller’s right, title and

 

 

interest in and to the number of Shares set forth opposite the name of such Seller in Annex A hereto in a manner to be specified by the Purchaser with all documentation reasonably necessary to transfer to the Purchaser right, title and interest in and to the Shares and (b) against delivery of such Seller’s Shares the Purchaser shall pay to each Seller an amount in U.S. dollars equal to the product of (x) the number of Shares so delivered and (y) the Underwritten Price per Share in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Seller to the Purchaser on or prior to the date hereof.

 

Section 1.3            Termination. If the Sellers do not enter into the Underwriting Agreement on or before November 10, 2016 or if the Underwriting Agreement is terminated and no shares of Common Stock are sold pursuant to the Underwriting Agreement, this Agreement shall terminate.

 

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

 

Each Seller, severally and not jointly, hereby makes the following representations and warranties to the Purchaser, each of which is true and correct:

 

Section 2.1            Authorization and Enforceability. Such Seller has full power and authority to execute and deliver this Agreement and to perform such Seller’s obligations hereunder.  The execution, delivery and performance of this Agreement by such Seller and the consummation of the Transaction have been duly and validly authorized by all requisite action on the part of such Seller.  This Agreement constitutes the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

 

Section 2.2            Title to Shares.  Such Seller is the sole legal and beneficial owner of and has good and valid title to the Shares set forth opposite its name in Annex A, free and clear of any liens and other encumbrances (other than any Permitted Encumbrances).

 

Section 2.3            No Conflicts.  Neither the sale of the Shares to be sold by such Seller nor the consummation of any other of the transactions contemplated by this Agreement by such Seller will conflict with, result in a breach or violation of, or constitute a default under (i) the charter, by-laws or other organizational documents of such Seller, (ii) the terms of any indenture or other agreement or instrument to which such Seller is a party or bound, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to such Seller of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Seller, except in the case of (ii) and (iii), for such conflict, breach, violation or imposition that would not impair, in any material respect, the ability of such Seller to consummate the transactions contemplated by this Agreement.

 

Section 2.4            Required Consents.  No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation by such Seller of the transactions contemplated by this Agreement, except where the failure to obtain any consents, approvals, authorizations, filings or orders would not impair, in any material respect, the ability of such Seller to consummate the transactions contemplated by this Agreement.

 

Section 2.5            Underwriting Agreement.  Such Seller shall not enter into any Underwriting Agreement with respect to any distribution of the Shares pursuant to which the offering price may be determined prior to a time that is one business day after the execution and delivery of this Agreement.

 

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Section 2.6            EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE II, NONE OF THE SELLERS, THEIR AGENTS OR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ITSELF OR THE SHARES, AND THE SELLERS DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES.  THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES WITH THE FOREGOING.

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 

The Purchaser hereby makes the following representations and warranties to the Sellers, each of which is true and correct:

 

Section 3.1            Authorization and Enforceability.  The Purchaser has full power and authority to execute and deliver this Agreement and to perform the Purchaser’s obligations hereunder.  The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the Transaction have been duly and validly authorized by all requisite action on the part of the Purchaser.  This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

 

Section 3.2            No Conflicts.  Neither the purchase of the Shares nor the consummation of any other of the transactions contemplated by this Agreement by the Purchaser will conflict with, result in a breach or violation of, or constitute a default under (i) the charter, by-laws or other organizational documents of the Purchaser, (ii) the terms of any indenture or other agreement or instrument to which the Purchaser is a party or bound, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Purchaser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Purchaser, except in the case of (ii) and (iii), for such conflict, breach, violation or imposition that would not impair, in any material respect, the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

 

Section 3.3            Required Consents.  No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for the consummation by the Purchaser of the transactions contemplated by this Agreement, except where the failure to obtain any consents, approvals, authorizations, filings or orders would not impair, in any material respect, the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

 

Section 3.4            Sophistication of the Purchaser.  The Purchaser (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Transaction.  The Purchaser is an informed and sophisticated party and has engaged, to the extent the Purchaser deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby or has chosen in its sole discretion not to engage such advisor(s).  The Purchaser acknowledges that the Purchaser has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Seller, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Purchaser in this Agreement.

 

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Section 3.5            Participation in Distribution. The Purchaser is purchasing the Shares for its own account for investment purposes and does not have any intention of participating in a distribution of the Shares.

 

Section 3.6            EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, NONE OF THE PURCHASER, ITS AGENTS OR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ITSELF OR THE SHARES, AND THE PURCHASER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES. EACH SELLER HEREBY ACKNOWLEDGES AND AGREES WITH THE FOREGOING.

 

ARTICLE IV
MISCELLANEOUS PROVISIONS

 

Section 4.1            Entire Agreement.  This Agreement and the other documents and agreements referred to herein or executed in connection with the Transaction shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.

 

Section 4.2            Assignment; Binding Agreement.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 4.2 shall be null and void.

 

Section 4.3            Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, telefax or electronic transmission shall be considered original executed counterparts for purposes of this Section 4.3.

 

Section 4.4            Governing Law; Waiver of Jury Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.  EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

 

Section 4.5            No Third Party Beneficiaries or Other Rights.  This Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.

 

Section 4.6            Amendments; Waivers.  This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.

 

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Section 4.7            Further Assurances.  Each party hereto shall use its reasonable best efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

Section 4.8            Costs and Expenses.  Each party hereto shall each pay its own respective costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the consummation of the Transaction.

 

Section 4.9            Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.  The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

 

(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

 

	SELLERS:
	KKR SPRINT (2006) LIMITED
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director
	KKR SPRINT (EUROPEAN II) LIMITED
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director
	KKR SPRINT (KPE) LIMITED
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director
	KKR EUROPEAN CO-INVEST FUND I L.P.
	By: KKR MIF Carry Holdings L.P., its general partner
	By: KKR MIF Carry Limited, its general partner
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director

 

[Signature Page to Stock Purchase Agreement]

 

 

	KKR REFERENCE FUND INVESTMENTS L.P.
	By: KKR IFI GP L.P., its general partner
	By: KKR IFI Limited, its general partner
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director
	KKR ASSOCIATES RESERVE LLC
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Authorized Signatory
	KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP
	By: KKR 2006 Limited, its general partner
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Secretary
	SPRINT CO-INVEST 2 L.P.
	By: Sprint Co-Invest 2 GP Limited, its general partner
	By:	/S/ WILLIAM J. JANETSCHEK
		Name:	William J. Janetschek
		Title:	Director

 

[Signature Page to Stock Purchase Agreement]

 

 

	PURCHASER:
	ALLIANCE SANTÉ PARTICIPATIONS S.A.
	By:	/S/ STEFANO PESSINA
		Name:	Stefano Pessina
		Title:	Administrateur (Director)

 

[Signature Page to Stock Purchase Agreement]

 

 

ANNEX A

 

Seller		Shares
KKR Sprint (2006) Limited		1,059,424
KKR Sprint (European II) Limited		603,795
KKR Sprint (KPE) Limited		233,161
KKR European Co-Invest Fund I, L.P.		1,321
KKR Reference Fund Investments L.P.		4,648
KKR Associates Reserve LLC		584
KKR Associates 2006 (Overseas), Limited Partnership		46,060
Sprint Co-Invest 2 L.P.		51,007
Total		2,000,000