Item 1.01. Entry Into a Material Definitive Agreement

Increase Amendment to Delayed Draw Term Loan Credit Agreement

As previously disclosed, on April 9, 2021, Walgreens Boots Alliance, Inc. (the "Company") entered into a delayed draw term loan credit agreement (the "Credit Agreement") with the lenders from time to time party thereto and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent.

On April 23, 2021, the Company entered into an amendment (the "Increase Amendment") relating to the Credit Agreement with the lenders party thereto and Wells Fargo, as administrative agent. The Increase Amendment provides for additional commitments in an aggregate principal amount of $1.05 billion. Such additional commitments shall become effective on April 23, 2021, subject to the Company satisfying certain customary conditions set forth in the Increase Amendment. The Increase Amendment makes no changes to significant terms of the Credit Agreement other than to increase the available commitments thereunder. The total commitments under the Credit Agreement after giving effect to the Increase Amendment are $3.8 billion.

The foregoing description of the Increase Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Increase Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The lenders under the Credit Agreement (as amended by the Increase Amendment) and/or their affiliates 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.

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 8.01. Other Events.

On April 23, 2021, the Company issued a press release (the "Press Release") announcing the early results and upsizing of the previously announced cash tender offer (the "Tender Offer") to purchase certain outstanding notes of the Company and its wholly owned subsidiary, Walgreen Co. Pursuant to the Tender Offer, approximately $3.7 billion in combined aggregate principal amount of the Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on April 22, 2021, the early tender deadline for the Tender Offer. The terms of the Tender Offer are described in the Offer to Purchase, dated April 9, 2021, as amended by the Press Release.

A copy of the Company's press release announcing the early results and upsizing of the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 is for information purposes only and does not constitute an offer to purchase the Notes.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit     Description

10.1          Increase Amendment dated April 23, 2021, to the Delayed Draw Term
            Loan Credit Agreement.

99.1          Press Release dated April 23, 2021, announcing the early results and
            upsizing of the Tender Offer.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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