Kirkland & Ellis, Ropes & Gray, Debevoise and Plimpton, Latham & Watkins, Davis Polk & Wardwell and Bass Berry & Sims have all helped to guide private equity firm Sycamore Partners $10bn take-private acquisition of Walgreens Boots Alliance (WBA), which includes high street pharmacy chain Boots.
A Kirkland team led by New York corporate partners Edward Lee, Rachael Coffey and Daniel Wolf is advising WBA on the transaction. Ropes & Gray is advising WBA on the healthcare regulatory aspects of the deal.
Debevoise is advising Stefano Pessina, executive chairman of the Walgreens Boots Alliance Board of Directors, while a Davis Polk team led by New York corporate partners Brian Wolfe, Darren Schweiger and Michael Senders is advising Sycamore on the deal.
Tennessee-based law firm Bass Berry & Sims is acting as healthcare regulatory counsel to Sycamore, with a team led by partners Michael R. Hess, Dawn Perez-Slavinski, Jeanne Marie Evans, Mary Beth Fortugno and T. Stephen C. Taylor.
Latham is advising a range of banks and global investment firms acting as funding sources with a large team of more than 22 partners across offices in the US and London, including capital markets partners Michael Benjamin, Andrew Baker and Brittany Ruiz; and finance partners Alfred Xue, Jesse Sheff and Corey Wright.
Alliance Boot’s majority owner PE firm KKR was advised by Simpson Thacher on the 2014 deal, while Walgreens was advised by Wachtell and legacy Allen & Overy.
WBA shareholders will receive total consideration consisting of $11.45 per share in cash at closing of the transaction, which is expected to take place in the fourth quarter of 2025. WBA shares were trading 29% lower at $8.85 on December 9 last year, the day before the first reports of the mooted deal emerged.
The $11.45 per share price gives the company an equity value of around $10bn, or up to $23.7bn including aspects such as net debt, capital leases, and the firm’s opioid liability. The company’s portfolio of brands, including Walgreens and Boots, will remain unchanged.
Excluding Stefano Pessina and John Lederer, who recused themselves, the WBA Board of Directors has unanimously approved the proposed transaction. Pessina, WBA’s executive chair and largest shareholder, will keep a minority shareholding in the business as part of the deal.
Tim Wentworth, CEO of WBA, said in a statement: ‘While we are making progress against our ambitious turnaround strategy, meaningful value creation will take time, focus and change that is better managed as a private company. Sycamore will provide us with the expertise and experience of a partner with a strong track record of successful retail turnarounds.’
