Walgreens 2015 Annual Report Download - page 96

Redemption Option
Walgreens Boots Alliance may redeem (a) the notes due 2017, at any time in whole or from time to time in part,
(b) the notes due 2019, at any time prior to October 18, 2019 in whole or from time to time prior to October 18,
2019 in part, (c) the notes due 2021, at any time prior to September 18, 2021 in whole or from time to time prior
to September 18, 2021 in part, (d) the notes due 2024, at any time prior to August 18, 2024 in whole or from time
to time prior to August 18, 2024 in part, (e) the notes due 2034, at any time prior to May 18, 2034 in whole or
from time to time prior to May 18, 2034 in part, and (f) the notes due 2044, at any time prior to May 18, 2044 in
whole or from time to time prior to May 18, 2044 in part, in each case, at Walgreens Boots Alliance’s option for
the sum of accrued and unpaid interest plus a redemption price equal to the greater of:
(1) 100% of the principal amount of the fixed rate notes being redeemed; and
(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the redemption date), discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined in the applicable series of notes), plus 15 basis points for the notes due
2017, 15 basis points for the notes due 2019, 20 basis points for the notes due 2021, 20 basis points for the
notes due 2024, 20 basis points for the notes due 2034 and 25 basis points for the notes due 2044.
In addition, at any time on or after October 18, 2019 with respect to the notes due 2019, September 18, 2021 with
respect to the notes due 2021, August 18, 2024 with respect to the notes due 2024, May 18, 2034 with respect to
the notes due 2034, or May 18, 2044 with respect to the notes due 2044, Walgreens Boots Alliance may redeem
some or all of the applicable series of fixed rate notes at its option, at a redemption price equal to 100% of the
principal amount of the applicable fixed rate notes being redeemed, plus accrued and unpaid interest on the fixed
rate notes being redeemed to, but excluding, the redemption date.
Change in Control
If Walgreens Boots Alliance experiences a change of control triggering event, unless Walgreens Boots Alliance
has exercised its option to redeem the fixed rate notes or has defeased the notes as described in the indenture,
Walgreens Boots Alliance will be required to offer payment of cash equal to 101% of the aggregate principal
amount of the notes plus accrued and unpaid interest.
£700 Million and €750 Million Notes Issuance
On November 20, 2014, Walgreens Boots Alliance issued three series of debt securities denominated in Euros
and Pound Sterling in a public offering, each with varying maturities and interest rates. Interest on all notes is
payable annually on November 20, commencing on November 20, 2015. The notes are unsecured,
unsubordinated debt obligations of Walgreens Boots Alliance and rank equally in right of payment with all other
unsecured and unsubordinated indebtedness of Walgreens Boots Alliance from time to time outstanding. The
notes were fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Walgreens until
August 10, 2015, when such guarantees were unconditionally released and discharged (as described below).
Total issuance costs relating to the notes, including underwriting discounts and estimated offering expenses, were
$11 million. The fair value of the notes as of August 31, 2015 was $1.9 billion. Fair value for these notes was
determined based upon quoted market prices.
The following table details each tranche of Euro and Pound Sterling notes issued:
Notes Issued (in millions) Maturity Date Interest Rate
Euro Notes:
€750 November 20, 2026 Fixed 2.125%
Pound Sterling Notes:
£400 November 20, 2020 Fixed 2.875%
300 November 20, 2025 Fixed 3.600%
£700
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