We represented Sycamore Partners – a private equity firm based in New York specializing in retail, consumer and distribution-related investments – in entering into a definitive agreement to acquire Walgreens Boots Alliance (Nasdaq: WBA), including its retail pharmacy operations and interests in VillageMD (which includes the Village Medical, Summit Health and CityMD businesses), and CareCentrix (collectively, WBA). Upon completion of the transaction, WBA’s common stock will no longer be listed on the Nasdaq Stock Market and WBA will become a private company.
The total value of the transaction represents up to $23.7 billion. WBA shareholders will receive total consideration consisting of $11.45 per share in cash at closing of the Sycamore Partners transaction (the Cash Consideration) and one non-transferable right (a Divested Asset Proceed Right or DAP Right) to receive up to $3.00 in cash per WBA share (together with the Cash Consideration, the Total Consideration) from the future monetization of WBA’s debt and equity interests in VillageMD. The transaction is expected to close in subject to customary closing conditions, including approval by WBA shareholders and the receipt of required regulatory approvals.
Bass, Berry & Sims serves as healthcare regulatory counsel to Sycamore Partners in the transaction. The Bass, Berry & Sims team is led by Michael Hess, supported by Dawn Perez-Slavinski and Jeanne Marie Evans, and includes healthcare attorneys Idena Allen, Abbey Anderson, Krista Cooper, Jeff Davis, Mary Beth Fortugno, Tabitha Green, Maleaka Guice, Dee Harleston, Angela Humphreys, Dante Lizza, Greg Maczko, Niya Mack, Whitney Mosey, Elaine Naughton, Heather Pearson, Steffie Rosene, Jacob Stansell, Jamie Gordon Steakley, Julia Tamulis, Nesrin Tift, Shannon Wiley and David Wilson; insurance regulatory attorneys Nick Bessette and Steve Taylor; and litigation attorneys Scott Gallisdorfer, Lisa Rivera, Brian Roark and Hannah Webber.
“We are very proud of the outstanding multidisciplinary work of the Bass, Berry & Sims healthcare team as led by Mike, Dawn and Jeanne Marie. Being able to deliver this level of support across pharmacy, primary care and ancillary services, insured products and 340B speaks to the depth of our experience and strength of our healthcare team of attorneys,” said Angela Humphreys, Chair of the Healthcare Practice Group and Co-Chair of the Healthcare Private Equity Team.
“As the third largest healthcare practice in the country, we have a deep bench of true regulatory knowledge and operational experience capable of supporting every type of healthcare transaction. I remain appreciative for my great team of colleagues collaborating on this project. We look forward to closing the transaction and continuing to support the growth of one of America’s most important healthcare companies,” said Michael Hess.
The transaction was highlighted in several media outlets, including:
- “Big Law Steers Walgreens’ $10 Billion Sycamore Go-Private Deal,” Bloomberg Law
- “Walgreens in $10 billion deal to go private,” Chain Store Age
- “Walgreens Boots Inks $24B Go-Private Deal With Sycamore,” Law360
- “Kirkland and Davis Polk among firms advising on Sycamore’s $10bn take-private of Walgreens,” Legal Business
- “Sycamore Partners to take Walgreens private for nearly $24bn,” PE Hub
- “Walgreens Boots Alliance Enters into Definitive Agreement to Be Acquired by Sycamore Partners,” Walgreens Boots Alliance
Bass, Berry & Sims has significant experience representing buyers and sellers in both public and private company strategic transactions, as well as extensive familiarity in structuring private equity acquisitions and financings. Marked by an integrated approach and unmatched healthcare regulatory knowledge, the healthcare practice of Bass, Berry & Sims is a team of more than 290 experienced healthcare attorneys who leverage their diverse strengths to meet the unique demands of our clients. To learn more about our team, industry experience and value-add, click here.