Latham Advises on Financing for Walgreens Boots Alliance’s US$23.7 Billion Acquisition by Sycamore Partners

Walgreens Boots Alliance (NASDAQ: WBA) has announced that it has entered into a definitive agreement to be acquired by an entity affiliated with Sycamore Partners, a private equity firm specializing in retail, consumer, and distribution-related investments. The total value of the transaction represents up to US$23.7 billion. The transaction is the largest LBO of 2025 to date (LSEG, SDC) and the third-largest healthcare LBO of all time in the US and Europe (PitchBook). The transaction is expected to close in the fourth quarter calendar year 2025, subject to customary closing conditions. 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.

Latham represented the financing sources in the landmark transaction, including:

• Partners Michael Benjamin, Andrew Baker, Brittany Ruiz, Alfred Xue, Jesse Sheff, Corey Wright, Senet Bischoff, Lisa Collier, Conray Tseng, Keith Halverstam, Ben Stern, Erika Weinberg, Eugene Mazzaro, Marcela Ruenes, and Tracy Liu representing JPMorgan Chase Bank, N.A., JPMorgan Chase Bank N.A. London Branch, J.P. Morgan Securities plc, Goldman Sachs Bank USA, UBS AG London Branch, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Mizuho Bank, Ltd., PNC Bank, National Association, PNC Capital Markets LLC, and PNC Financial Services UK Ltd. in connection with a committed US$2.25 billion senior secured term loan facility and a US$2 billion senior secured bridge facility
• Partners Stelios Saffos, Dan Seale, Alfred Xue, Jason Bosworth, and Jennifer Ezring representing Sixth Street Partners, LLC, Ares Capital Management LLC, Oaktree Capital Management, L.P., Pathlight Capital, L.P., Callodine Commercial Finance, LLC, and Callodine Credit Management in connection with a committed US$2.5 billion senior secured first-in-last-out term loan facility
• Partners Stelios Saffos, Peter Sluka, and Christopher Clark representing GoldenTree Asset Management LP in connection with a US$1.25 billion preferred equity commitment
• Partners Stelios Saffos, Peter Sluka, Jesse Sheff, Conray Tseng, and Christopher Clark representing HPS Investment Partners, LLC, Goldman Sachs Asset Management, L.P., and JPMorgan Chase Bank, N.A. in connection with a committed US$100 million senior secured cash-flow revolving credit facility and a US$2.5 billion senior secured term loan facility
• Partners Andrew Baker, Brittany Ruiz, and Christopher Clark representing UBS AG, Stamford Branch, and UBS Securities LLC in connection with a committed US$2 billion senior secured bridge facility
• Partner Betsy Jaffe representing other financing sources in connection with a committed US$577 million loan secured by certain real property