Short-Term Borrowings and Long-Term Debt | 3 Months Ended |
Nov. 30, 2014 |
Short-Term Borrowings and Long-Term Debt [Abstract] | |
Short-Term Borrowings and Long-Term Debt | Note 3. | Short-Term Borrowings and Long-Term Debt | | | | | |
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Short-term borrowings and long-term debt consist of the following (all amounts are presented in millions of U.S. Dollars. Debt issuances are denominated in U.S. Dollars, unless otherwise noted): |
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| | November 30, | | | |
2014 | | |
Long-Term Debt(1) | | | | | |
Unsecured variable rate notes due 2016 | | $ | 750 | | | |
1.750% unsecured notes due 2017 | | | 749 | | | |
2.700% unsecured notes due 2019 | | | 1,248 | | | |
2.875% unsecured Pound Sterling notes due 2020(2) | | | 624 | | | |
3.300% unsecured notes due 2021 | | | 1,247 | | | |
3.800% unsecured notes due 2024 | | | 1,995 | | | |
3.600% unsecured Pound Sterling notes due 2025(2) | | | 469 | | | |
2.125% unsecured Euro notes due 2026(2) | | | 931 | | | |
4.500% unsecured notes due 2034 | | | 497 | | | |
4.800% unsecured notes due 2044 | | | 1,500 | | | |
| | | 10,010 | | | |
Less current maturities | | | - | | | |
Total long-term debt | | $ | 10,010 | | | |
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| -1 | All notes are presented net of unamortized discount. | | | | |
| -2 | Pound Sterling denominated debt is translated at the November 30, 2014 spot rate of $1.56/£. Euro denominated debt is translated at the November 30, 2014 spot rate of $1.24/€. | | | | |
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$8.0 Billion Note Issuance |
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On November 18, 2014, the Company received net proceeds from a public offering of $7.9 billion of U.S. denominated notes with varying maturities and interest rates, the majority of which are fixed rate. The notes are unsecured, unsubordinated debt obligations of the Company and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Walgreen Co. and its successors. Total issuance costs relating to the notes, including underwriting discounts and fees, were $44 million. The fair value of the notes as of November 30, 2014 was $8.2 billion. Fair value for these notes was determined based upon quoted market prices. |
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The following table details each tranche of notes issued: |
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Notes Issued | | Maturity Date | Interest Rate | | Interest Payment Dates |
(In millions) |
$ | 750 | | 18-May-16 | Variable; three-month U.S. Dollar LIBOR, reset quarterly, plus 45 basis points | | February 18, May 18, August 18, and November 18; commencing on February 18, 2015. |
| 750 | | 17-Nov-17 | Fixed 1.750% | | May 17 and November 17; commencing on May 17, 2015 |
| 1,250 | | 18-Nov-19 | Fixed 2.700% | | May 18 and November 18; commencing on May 18, 2015 |
| 1,250 | | 18-Nov-21 | Fixed 3.300% | | May 18 and November 18; commencing on May 18, 2015 |
| 2,000 | | 18-Nov-24 | Fixed 3.800% | | May 18 and November 18; commencing on May 18, 2015 |
| 500 | | 18-Nov-34 | Fixed 4.500% | | May 18 and November 18; commencing on May 18, 2015 |
| 1,500 | | 18-Nov-44 | Fixed 4.800% | | May 18 and November 18; commencing on May 18, 2015 |
$ | 8,000 | | | | | |
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Redemption Option |
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The Company may redeem (i) the notes due 2017, at any time in whole or from time to time in part, (ii) the notes due 2019, at any time prior to October 18, 2019 in whole or from time to time prior to October 18, 2019 in part, (iii) the notes due 2021, at any time prior to September 18, 2021 in whole or from time to time prior to September 18, 2021 in part, (iv) the notes due 2024, at any time prior to August 18, 2024 in whole or from time to time prior to August 18, 2024 in part, (v) the notes due 2034, at any time prior to May 18, 2034 in whole or from time to time prior to May 18, 2034 in part, and (vi) the notes due 2044, at any time prior to May 18, 2044 in whole or from time to time prior to May 18, 2044 in part, in each case, at the Company’s option, for an amount equal to the sum of accrued and unpaid interest plus a redemption price equal to the greater of : |
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(1) 100% of the principal amount of the fixed rate notes being redeemed; and |
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(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the applicable series of notes), plus 15 basis points for the notes due 2017, 15 basis points for the notes due 2019, 20 basis points for the notes due 2021, 20 basis points for the notes due 2024, 20 basis points for the notes due 2034 and 25 basis points for the notes due 2044. |
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In addition, at any time on or after October 18, 2019 with respect to the notes due 2019, September 18, 2021 with respect to the notes due 2021, August 18, 2024 with respect to the notes due 2024, May 18, 2034 with respect to the notes due 2034, or May 18, 2044 with respect to the notes due 2044, the Company may redeem some or all of the applicable series of fixed rate notes at its option, at a redemption price equal to 100% of the principal amount of the applicable fixed rate notes being redeemed plus accrued and unpaid interest on the fixed rate notes being redeemed to, but excluding, the redemption date. |
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Special Mandatory Redemption and Change in Control |
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The terms of the notes will require the Company to retain the proceeds of the notes until the date on which the second step transaction is consummated (the Second Step Closing Date). In the event that the Second Step Closing Date does not occur on or prior to August 19, 2015 or if the Purchase and Option Agreement is terminated at any time on or prior to August 19, 2015 (each of such events being a Special Mandatory Redemption Trigger), then the Company will redeem in whole and not in part the aggregate principal amount of the notes outstanding at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest from and including the date of the initial issuance, or the most recent date to which interest has been paid, whichever is later. Upon the occurrence of the Second Step Closing Date, the provisions described in this paragraph will cease to apply. |
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If the Company experiences a change of control triggering event, unless the Company has exercised its option to redeem the fixed rate notes or has defeased the notes as described in the indenture, the Company will be required to offer payment of cash equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest. |
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£700 Million and €750 Million Notes Issuance |
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On November 20, 2014, the Company issued three series of debt securities denominated in Euro and Pound Sterling, with varying maturities and interest rates. Interest on all notes is payable annually on November 20, commencing on November 20, 2015. The notes are unsecured, unsubordinated debt obligations and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated debt from time to time outstanding. The notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Walgreen Co. and its successors. Total issuance costs relating to the notes, including underwriting discounts and fees, were $11 million. The fair value of the notes as of November 30, 2014 was $2.0 billion. Fair value for these notes was determined based upon quoted market prices. |
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The following table details each tranche of Euro and Pound Sterling notes issued: |
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Notes Issued | | Maturity Date | Interest Rate | | |
(In millions) | | |
Euro Notes: | | | |
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€ | 750 | | 20-Nov-26 | Fixed 2.125% | | |
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Pound Sterling Notes: | | | |
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£ | 400 | | 20-Nov-20 | Fixed 2.875% | | |
| 300 | | 20-Nov-25 | Fixed 3.600% | | |
£ | 700 | | | | | |
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Redemption Option |
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The Company may redeem (i) the Euro notes, at any time prior to August 20, 2026 in whole or from time to time prior to August 20, 2026 in part, (ii) the Pound Sterling notes due 2020, at any time prior to October 20, 2020 in whole or from time to time prior to October 20, 2020 in part, and (iii) the Pound Sterling notes due 2025, at any time prior to August 20, 2025 in whole or from time to time prior to August 20, 2025 in part, in each case, at the Company’s option, for an amount equal to the sum of accrued and unpaid interest plus at a redemption price equal to the greater of: |
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(1) 100% of the principal amount of the notes to be redeemed; and |
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(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on an annual basis at the applicable Comparable Government Bond Rate (as defined in the applicable series of notes), plus 20 basis points for the Euro notes, 20 basis points for the Pound Sterling notes due 2020 and 20 basis points for the Pound Sterling notes due 2025. |
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In addition, at any time on or after August 20, 2026 with respect to the Euro notes, October 20, 2020 with respect to the Pound Sterling notes due 2020, or August 20, 2025 with respect to the Pound Sterling notes due 2025, the Company may redeem some or all of the applicable series of notes at its option, at a redemption price equal to 100% of the principal amount of the applicable notes to be redeemed, plus, in every case, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date. |
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Special Mandatory Redemption and Change in Control |
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The terms of the notes will require the Company to retain the proceeds of the notes until the Second Step Closing Date. In the event that the Second Step Closing Date does not occur on or prior to August 19, 2015 or if the Purchase and Option Agreement is terminated at any time on or prior to August 19, 2015 (each of such events being a Special Mandatory Redemption Trigger), then the Company will redeem in whole and not in part the aggregate principal amount of the notes outstanding at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest from and including the date of the initial issuance, or the most recent date to which interest has been paid, whichever is later. Upon the occurrence of the Second Step Closing Date, the provisions described in this paragraph will cease to apply. |
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If the Company experiences a change of control triggering event, unless the Company has exercised its option to redeem the fixed rate notes or has defeased the notes as described in the indenture, the Company will be required to offer payment of cash equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest. |
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Other Borrowings |
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On November 10, 2014, the Company, along with its parent, Walgreens, entered into a Term Loan Credit Agreement (the Term Loan Agreement) providing Walgreens or, to the extent the Holdco Reorganization (as defined in the Term Loan Agreement) is consummated on or prior to the Alliance Boots Acquisition Closing Date (as defined in the Term Loan Agreement), the Company (Walgreens or the Company, as applicable, the Borrower), with the ability to borrow up to £1.45 billion on an unsecured basis to finance a portion of the Alliance Boots second step transaction, repay or refinance certain indebtedness of Walgreens, Alliance Boots GmbH and their respective subsidiaries and to pay related transaction costs. Borrowings under the Term Loan Agreement will bear interest at a fluctuating rate per annum equal to the reserve adjusted Eurocurrency rate plus an applicable margin based on the Borrower’s credit ratings. |
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On November 10, 2014, the Company, along with its parent, Walgreens, entered into a five-year unsecured, multicurrency revolving credit agreement (the Revolving Credit Agreement), replacing Walgreens prior agreements dated July 20, 2011 and July 23, 2012. Walgreens will be the initial borrower under the Revolving Credit Agreement. To the extent that the Holdco Reorganization (as defined in the Revolving Credit Agreement) is consummated on or prior to the Alliance Boots Acquisition Closing Date (as defined in the Revolving Credit Agreement) (and subject to the satisfaction (or waiver) of certain other conditions set forth therein), the Company will also be a borrower under the Revolving Credit Agreement. The new unsecured revolving credit agreement totals $2.25 billion, of which $375 million will be available for the issuance of letters of credit. The total availability under the facility will increase to $3.0 billion, of which $500 million will be available for the issuance of letters of credit, upon the affirmative vote of the majority of common shares of Walgreens represented and entitled to vote at a Walgreens shareholder meeting to approve the issuance of the necessary shares to complete the second step acquisition of Alliance Boots. The issuance of letters of credit reduces the aggregate amount otherwise available under the revolving credit agreement for the making of revolving loans Borrowings under the Revolving Credit Agreement will bear interest at a fluctuating rate per annum equal to, at the applicable borrower’s option, the alternate base rate or the reserve adjusted Eurocurrency rate, in each case, plus an applicable margin calculated based on Walgreens’ or, to the extent the Holdco Reorganization is consummated on or prior to the Alliance Boots Acquisition Closing Date, the Company’s credit ratings. The Company’s ability to access these facilities is subject to compliance with the terms and conditions of the credit facilities, including financial covenants. The covenants require the Company to maintain certain financial ratios related to the proportion of consolidated debt to total capitalization and priority debt, along with limitations on the sale of assets and purchases of investments. At November 30, 2014, the Company was in compliance with all such covenants. Total upfront fees related to the term loan and revolving credit agreement were $14 million. The Company pays a facility fee to the financing banks to keep these lines of credit active. At November 30, 2014, there were no letters of credit issued against these credit facilities. |