UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
AMERISOURCEBERGEN CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03073E105
(CUSIP Number)
Danielle Gray
Executive Vice President, Global Chief Legal Officer
Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield, Illinois 60015
(847) 315-2500
With a copy to:
Matthew P. Salerno
Paul V. Imperatore
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 2, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
CUSIP No. 03073E105
| 1 | Name of Reporting Person
Walgreens Boots Alliance Holdings LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF, OO | |||||
| 5 | Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
52,854,867 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
52,854,867 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,854,867 | |||||
| 12 | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
25.5%* | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| * | This calculation is based on 207,258,092 shares of Common Stock outstanding as of July 31, 2022 (as represented by the Issuer in its most recently filed 10-Q on August 3, 2022). |
13D
CUSIP No. 03073E105
| 1 | Name of Reporting Person
WBA Investments, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF, OO | |||||
| 5 | Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
52,854,867 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
52,854,867 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,854,867 | |||||
| 12 | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
25.5%* | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | This calculation is based on 207,258,092 shares of Common Stock outstanding as of July 31, 2022 (as represented by the Issuer in its most recently filed 10-Q on August 3, 2022). |
13D
CUSIP No. 03073E105
| 1 | Name of Reporting Person
Walgreens Boots Alliance, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF, OO | |||||
| 5 | Check box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
52,854,867 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
52,854,867 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,854,867 | |||||
| 12 | Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
25.5%* | |||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO | |||||
| * | This calculation is based on 207,258,092 shares of Common Stock outstanding as of July 31, 2022 (as represented by the Issuer in its most recently filed 10-Q on August 3, 2022). |
This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) amends and supplements the Schedule 13D (the “Schedule 13D”) relating to the common stock, $0.01 par value per share (“Common Stock”), of AmerisourceBergen Corporation, a Delaware corporation (the “Issuer”), originally filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2014, as amended by Amendment No. 1 thereto filed on January 16, 2015, Amendment No. 2 thereto filed on January 25, 2016, Amendment No. 3 thereto filed on March 22, 2016, Amendment No. 4 thereto filed on August 25, 2016, Amendment No. 5 thereto filed on November 14, 2016, Amendment No. 6 thereto filed on January 6, 2021, Amendment No. 7 thereto filed on June 3, 2021 and Amendment No. 8 thereto filed on May 12, 2022. Terms used but not defined in this Amendment No. 9 have the respective meanings given to such terms in the original Schedule 13D, as previously amended.
| Item 4. | Purpose of Transaction. |
Item 4 is amended and supplemented as follows by adding the following:
Amendment No. 1 to the Amended and Restated Shareholders Agreement by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (the “A&R Shareholders Agreement”)
On August 2, 2022, WBA and the Issuer entered into Amendment No. 1 to the A&R Shareholders Agreement dated as of July 6, 2022, which is filed as Exhibit 99.14 hereto (the “Amendment”). This Amendment increases the maximum size of the board of directors of the Issuer to the sum of (A) eleven (11) and (B) the number of WBA designees to which WBA is entitled pursuant to Section 1.1 of the A&R Shareholders Agreement.
The foregoing description of the changes to the A&R Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Shareholders Agreement and the Amendment, which are filed as Exhibit 99.13 and Exhibit 99.14, respectively, and are incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibits | Description of Exhibits | |
99.1 | Framework Agreement, dated as of March 18, 2013, by and among the Issuer, Walgreen Co. and Alliance Boots GmbH (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein). | |
99.2 | Warrant issued on March 18, 2013 (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* | |
99.3 | Warrant issued on March 18, 2013 (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* | |
99.4 | Warrant issued on March 18, 2013 (filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* | |
99.5 | Amendment No. 1 dated August 25, 2016 to Warrant issued on March 18, 2013 (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on August 25, 2016 and incorporated by reference herein).* | |
99.6 | Warrant issued on March 18, 2013 (filed as Exhibit 4.4 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein).* | |
99.7 | Amendment No. 1 dated August 25, 2016 to Warrant issued on March 18, 2013 (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8- K (File No. 001-16671), filed on August 25, 2016 and incorporated by reference herein).* | |
99.8 | Shareholders Agreement, dated as of March 18, 2013, by and among the Issuer, Walgreen Co. and Alliance Boots GmbH (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No. 001-16671), filed on March 20, 2013 and incorporated by reference herein). | |
99.9 | Transaction Rights Agreement, dated as of March 18, 2013, by and among Walgreen Co., Walgreens Pharmacy Strategies, LLC, Alliance Boots GmbH, Alliance Boots Luxembourg S.à r.l., and WAB Holdings LLC (filed as Exhibit 10.3 to Walgreen Co.’s Current Report on Form 8- K (File No. 1-00604), filed on March 20, 2013 and incorporated by reference herein). | |
99.10 | Notice, dated as of December 31, 2014, provided by Walgreen Co. to AmerisourceBergen Corporation and Alliance Boots GmbH (previously filed on January 16, 2015 as Exhibit 99.11 to Amendment No. 1 to this Schedule 13D). | |
99.11 | Joint Filing Agreement, dated August 25, 2016 (previously filed on August 25, 2016 as Exhibit 99.11 to Amendment No. 4 to this Schedule 13D). | |
99.12 | Share Purchase Agreement, dated as of January 6, 2021, by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (incorporated herein by reference to Exhibit 2.1 of the Form 8-K Filed by Walgreens Boots Alliance, Inc. on January 7, 2021 (file number 001-36759)). | |
99.13 | Amended and Restated AmerisourceBergen Shareholders Agreement, dated as of June 1, 2021, by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (previously filed on June 3, 2021 as Exhibit 99.13 to Amendment No. 7 to this Schedule 13D). | |
99.14 | Amendment No. 1 to the Amended and Restated AmerisourceBergen Shareholders Agreement, dated as of July 6, 2022, by and between Walgreens Boots Alliance, Inc., and AmerisourceBergen Corporation (filed as Exhibit 10.2 to the Issuer’s Quarterly Report on Form 10-Q (File No. 001-16671), filed on August 3, 2022 and incorporated by reference herein). | |
| * | As previously disclosed, Warrants exercised in full on March 18, 2016 and August 25, 2016. |
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 4, 2022
| WALGREENS BOOTS ALLIANCE HOLDINGS LLC | ||
| By: | /s/ Joseph B. Amsbary, Jr. | |
| Name: | Joseph B. Amsbary, Jr. | |
| Title: | Senior Vice President and Secretary | |
| WBA INVESTMENTS, INC. | ||
| By: | /s/ Joseph B. Amsbary, Jr. | |
| Name: | Joseph B. Amsbary, Jr. | |
| Title: | Senior Vice President and Secretary | |
| WALGREENS BOOTS ALLIANCE, INC. | ||
| By: | /s/ Joseph B. Amsbary, Jr. | |
| Name: | Joseph B. Amsbary, Jr. | |
| Title: | Senior Vice President and Secretary | |
