We are advising Sycamore Partners on the transaction

Davis Polk is advising Sycamore Partners on its up to $23.7 billion acquisition of Walgreens Boots Alliance (WBA). WBA shareholders will receive total consideration consisting of $11.45 per share in cash at closing of the Sycamore transaction and one non-transferable right to receive up to $3.00 in cash per WBA share from the future monetization of WBA’s debt and equity interests in VillageMD, which includes the Village Medical, Summit Health and CityMD businesses. The transaction is expected to close in the fourth quarter of calendar year 2025, subject to customary closing conditions, including approval by WBA shareholders and the receipt of required regulatory approvals. Upon completion of the transaction, WBA’s common stock will no longer be listed on Nasdaq and WBA will become a private company.

Sycamore Partners is a private equity firm based in New York, specializing in consumer, distribution and retail-related investments. It has raised approximately $10 billion in aggregate committed capital since its inception in 2011. Sycamore Partners’ investors include leading endowments, financial institutions, family offices, pension plans and sovereign wealth funds.

Walgreens Boots Alliance is an integrated healthcare, pharmacy and retail leader serving millions of customers and patients every day, with a 175-year heritage of caring for communities. With approximately 12,500 locations across the United States, Europe and Latin America, WBA plays a critical role in the healthcare ecosystem, employing approximately 311,000 people, with a presence in eight countries and consumer brands including Walgreens, Boots, Duane Reade, No7 Beauty Company and Benavides.

The Davis Polk corporate team includes partners Brian Wolfe, Darren M. Schweiger and Michael Senders. Partners John (J.W.) Perry and Nikolaus Caro are providing sponsor finance advice. Partners David H. Schnabel, Aliza Slansky and Dominic Foulkes are providing tax advice. Partner Michael Kaplan is providing capital markets advice. Partner Andrew M. Ahern is providing investment management advice. Partner Brian D. Hirsch is providing real estate advice. Partner Frances E. Bivens and counsel Marc J. Tobak are providing litigation advice. Partner Jennifer S. Conway is providing executive compensation advice. Partner Pritesh P. Shah is providing intellectual property advice. Members of the Davis Polk team are based in the New York and London offices.

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