Item 1.01 Entry Into a Material Definitive Agreement.

Five-Year and Eighteen-Month Revolving Credit Facilities

On June 17, 2022 (the "Effective Date"), Walgreens Boots Alliance, Inc. (the "Company") entered into a five-year $3,500,000,000 revolving credit agreement (the "5-Year Credit Agreement") and an eighteen-month $1,500,000,000 revolving credit agreement (the "18-Month Credit Agreement", and together with the 5-Year Credit Agreement, the "Credit Agreements"), in each case, with the designated borrowers from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

The 5-Year Credit Agreement's termination date is the date that is five years after the Effective Date. Loans under the 5-Year Credit Agreement shall be denominated in U.S. dollars, Sterling, Euros, Yen, Swiss Francs or any other currency which has been approved under the terms of the 5-Year Credit Agreement.

The 18-Month Credit Agreement's termination date is the date that is eighteen months after the Effective Date. Loans under the 18-Month Credit Agreement shall be denominated in U.S. dollars, Sterling, Euros, Yen or any other currency which has been approved under the terms of the 18-Month Credit Agreement.

Borrowings under the Credit Agreements will bear interest at a fluctuating rate per annum equal to a benchmark rate applicable to the currency composing such borrowing plus an applicable margin. The applicable margin is in each case based on the rating of the Company's corporate debt obligations as determined by Moody's or S&P.

Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments under the Credit Agreements are permissible, in each case, without penalty, subject to certain conditions pertaining to minimum notice and minimum reduction amounts as described in each Credit Agreement.

The Credit Agreements contain representations and warranties and affirmative and negative covenants customary for unsecured financings of this type. The Credit Agreements include a financial covenant requiring that, as of the last day of each fiscal quarter, commencing with the first quarter ending after the Effective Date, the ratio of Consolidated Debt to Total Capitalization (as those terms are defined in the Credit Agreement) shall not be greater than 0.60:1.00; providedthat such ratio is subject to increase in certain circumstances set forth in the Credit Agreements.

The Credit Agreements also contain various events of default (subject to certain grace periods, to the extent applicable), including, events of default for the nonpayment of principal, interest or fees, breach of covenants; payment defaults on, or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; certain unfunded liabilities under employee benefit plans; certain unsatisfied judgments; certain ERISA violations; the invalidity or unenforceability of the Credit Agreement or any note issued in accordance therewith; and invalidity of the Parent Guarantee.

The foregoing description of the Credit Agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

The lenders under the applicable Credit Agreement and/or their affiliates may have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

Payoff of Certain Existing Revolving Credit Facilities

Simultaneously with the entry into the 5-Year Credit Agreement and 18-Month Credit Agreement, the Company has terminated (i) the Revolving Credit Agreement, dated as of December 23, 2020, among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and (ii) the Revolving Credit Agreement, dated as of August 29, 2018, among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. All outstanding obligations under those credit agreements have been paid and satisfied in full.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit    Description

  10.1       5-Year Revolving Credit Facility, dated as of June 17, 2022, by and
           among Walgreens Boots Alliance, Inc., the Designated Borrowers from
           time to time party thereto, the Lenders and L/C Issuers from time to
           time party thereto and Wells Fargo Bank, National Association, as
           Administrative Agent.
  10.2       18-Month Revolving Credit Facility, dated as of June 17, 2022, by
           and among Walgreens Boots Alliance, Inc., the Designated Borrowers
           from time to time party thereto, the Lenders from time to time party
           thereto and Wells Fargo Bank, National Association, as Administrative
           Agent.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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