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.
WalgreensMichael Polzin(847) 315-2920
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