SEC Form SCHEDULE 13G filed by Walgreens Boots Alliance Inc.
$WBA
Retail-Drug Stores and Proprietary Stores
Consumer Staples
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Walgreens Boots Alliance, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
931427108 (CUSIP Number) |
08/27/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 931427108 |
| 1 | Names of Reporting Persons
Silver Point Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Explanatory Note: As of August 27, 2025, the Reporting Persons beneficially owned 60,061,000 shares of the issuer's common stock representing 6.9% of its outstanding common stock based upon 865,560,675 of the issuer's common stock outstanding as of June 19, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2025. On August 28, 2025, the issuer's Merger closed, and the shares beneficially owned by the Reporting Persons were converted into the Per Share Consideration, with such terms defined and discussed more fully in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025.
SCHEDULE 13G
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| CUSIP No. | 931427108 |
| 1 | Names of Reporting Persons
Edward A. Mule | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Explanatory Note: As of August 27, 2025, the Reporting Persons beneficially owned 60,061,000 shares of the issuer's common stock representing 6.9% of its outstanding common stock based upon 865,560,675 of the issuer's common stock outstanding as of June 19, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2025. On August 28, 2025, the issuer's Merger closed, and the shares beneficially owned by the Reporting Persons were converted into the Per Share Consideration, with such terms defined and discussed more fully in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025.
SCHEDULE 13G
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| CUSIP No. | 931427108 |
| 1 | Names of Reporting Persons
Robert J. O'Shea | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Explanatory Note: As of August 27, 2025, the Reporting Persons beneficially owned 60,061,000 shares of the issuer's common stock representing 6.9% of its outstanding common stock based upon 865,560,675 of the issuer's common stock outstanding as of June 19, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2025. On August 28, 2025, the issuer's Merger closed, and the shares beneficially owned by the Reporting Persons were converted into the Per Share Consideration, with such terms defined and discussed more fully in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Walgreens Boots Alliance, Inc. | |
| (b) | Address of issuer's principal executive offices:
108 Wilmot Road, Deerfield, IL 60015 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mule and Mr. Robert J. O'Shea with respect to the ownership of the issuer's common stock by Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P. (collectively, the "Funds"). The Funds are managed by Silver Point or its wholly owned subsidiaries. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Funds. Each of Mr. Edward A. Mule and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Funds and may be deemed to be a beneficial owner of the securities held by the Funds. Silver Point, Mr. Mule and Mr. O'Shea are collectively referred to herein as the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing Agreement, dated September 4, 2025, a copy of which is filed with this Schedule 13G, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Suite 1 Greenwich, CT 06830. | |
| (c) | Citizenship:
Silver Point Capital is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mule and Mr. O'Shea are U.S. citizens. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value | |
| (e) | CUSIP No.:
931427108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | |
| (b) | Percent of class:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of the Reporting Persons to rows (5) through (11) of the cover pages to this Schedule 13G, including the explanatory note to the cover pages, are incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Response to Item 4. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit Index
Exhibit A Joint Filing Agreement dated September 4, 2025
Exhibit B Power of Attorney of Edward A. Mule (incorporated here by reference to Exhibit B to Schedule 13G
filed by Silver Point Capital, L.P., Edward A. Mule and Robert J. O'Shea with the Securities and
Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
Exhibit C Power of Attorney of Robert J. O'Shea (incorporated here by reference to Exhibit B to Schedule 13G
filed by Silver Point Capital, L.P., Edward A. Mule and Robert J. O'Shea with the Securities and
Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
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