SCHEDULE 13D/A: Walgreens Boots Alliance Reduces Cencora Stake, Director Resigns Ahead of Ownership Drop Below 5%
Beneficial Ownership Update
Walgreens Boots Alliance (WBA) has filed an Amendment No. 21 to its Schedule 13D, disclosing a reduction in its beneficial ownership of Cencora, Inc. (formerly AmerisourceBergen Corporation) to 5.4% and the immediate resignation of Ornella Barra from Cencora's Board of Directors.
Summary
- Walgreens Boots Alliance Holdings LLC, WBA Investments, Inc., and Walgreens Boots Alliance, Inc. (collectively, 'Reporting Persons') beneficially own 10,380,000 shares of Cencora, Inc. Common Stock.
- This ownership represents 5.4% of Cencora's outstanding Common Stock, based on 193,823,487 shares outstanding as of April 30, 2025.
- Ornella Barra resigned from Cencora's Board of Directors on May 27, 2025, effective immediately.
- Ms. Barra's resignation was in anticipation of the Reporting Persons' ownership falling below 5% due to the scheduled settlement of certain prepaid variable share forward transactions expected in early June.
- Her resignation was not due to any disagreement with Cencora's operations, policies, or practices.
- The Reporting Persons do not currently intend to exercise their rights to designate a director to fill the vacancy created by Ms. Barra's resignation.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While a major shareholder reducing its stake could be seen negatively, the resignation is not due to disagreement, and the reduction is part of a previously indicated strategic divestment, making it an expected event rather than a sudden negative surprise.
Positives
- Ornella Barra's resignation from the Board of Directors was explicitly stated not to be due to any disagreement with Cencora's operations, policies, or practices, mitigating concerns about internal disputes.
Negatives
- The reduction of Walgreens Boots Alliance's beneficial ownership below 5% and their decision not to designate a replacement director could be perceived as a reduction in strategic alignment or commitment from a significant long-term partner.
Future Outlook
Walgreens Boots Alliance anticipates its beneficial ownership of Cencora, Inc. will fall below 5% in early June 2025, following the scheduled settlement of prepaid variable share forward transactions. The Reporting Persons have stated they do not intend to designate a new director to fill the vacancy created by Ornella Barra's resignation.
Management Comments
- "On May 27, 2025, Ornella Barra notified the Board of Directors of the Issuer of her decision to resign as a member of the Board, effective immediately."
- "Ms. Barra's resignation is not due to any disagreement with the Issuer on any matter relating to the Issuer's operations, policies or practices."
- "The Reporting Persons do not currently intend to exercise their rights pursuant to the Amended and Restated Shareholders Agreement... to designate a director to fill the vacancy created by Ms. Barra's resignation."
Industry Context
This filing reflects a continued strategic divestment by Walgreens Boots Alliance from its significant stake in Cencora, a major pharmaceutical distributor. This move aligns with WBA's broader efforts to streamline its portfolio and focus on its core pharmacy and retail health businesses, potentially signaling a shift in the long-term strategic partnership dynamics between a large pharmacy chain and a leading drug wholesaler.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Member of the Board of Directors | Ornella Barra | N/A | May 27, 2025 | Resignation in anticipation of Reporting Person's ownership falling below 5% due to scheduled settlement of prepaid variable share forward transactions; not due to disagreement with Issuer. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition Change | Ornella Barra resigned from the Board of Directors. Walgreens Boots Alliance, Inc. does not intend to designate a director to fill the vacancy, indicating a reduced governance role for the Reporting Persons. | May 27, 2025 | Reduces the direct representation of Walgreens Boots Alliance on Cencora's board, reflecting a diminishing strategic influence as WBA's ownership stake decreases. |
Related Party Transactions
- The document details various agreements between Walgreens Boots Alliance entities and Cencora (formerly AmerisourceBergen Corporation), including Framework Agreements, Shareholders Agreements, Share Purchase Agreements, Share Repurchase Agreements, Underwriting Agreements, and Prepaid Variable Share Forward Transactions. These represent ongoing and past related-party dealings concerning the ownership and divestment of Cencora shares.
Stakeholder Impact
- Shareholders: The reduction in a significant institutional holder's stake could influence market perception and trading dynamics. The absence of a replacement director from WBA may alter the board's composition and strategic direction.
- Board of Directors: The resignation of Ornella Barra changes the board's composition and reduces direct representation from Walgreens Boots Alliance.
Next Steps
- Expected settlement of prepaid variable share forward transactions in early June, which will result in Walgreens Boots Alliance's ownership falling below 5%.
Key Dates
| Date | Description |
|---|---|
| March 18, 2013 | Framework Agreement, Warrants, Shareholders Agreement, and Transaction Rights Agreement were established. |
| December 31, 2014 | Notice provided by Walgreen Co. to AmerisourceBergen Corporation and Alliance Boots GmbH. |
| January 16, 2015 | Amendment No. 1 to Schedule 13D filed. |
| January 25, 2016 | Amendment No. 2 to Schedule 13D filed. |
| March 18, 2016 | Warrants exercised in full. |
| March 22, 2016 | Amendment No. 3 to Schedule 13D filed. |
| August 25, 2016 | Amendment No. 4 to Schedule 13D filed; Amendment No. 1 to Warrant issued on March 18, 2013; Joint Filing Agreement dated. |
| January 6, 2021 | Amendment No. 6 to Schedule 13D filed; Share Purchase Agreement dated. |
| June 1, 2021 | Amended and Restated AmerisourceBergen Shareholders Agreement dated. |
| June 3, 2021 | Amendment No. 7 to Schedule 13D filed. |
| August 2, 2022 | Amendment No. 1 to the Amended and Restated AmerisourceBergen Shareholders Agreement dated. |
| August 3, 2022 | Issuer's Quarterly Report on Form 10-Q filed. |
| August 4, 2022 | Amendment No. 9 to Schedule 13D filed. |
| November 6, 2022 | Share Repurchase Agreement dated. |
| November 7, 2022 | Underwriting Agreement dated. |
| November 9, 2022 | Amendment No. 10 to Schedule 13D filed. |
| December 8, 2022 | Share Repurchase Agreement dated. |
| December 12, 2022 | Amendment No. 11 to Schedule 13D filed. |
| May 11, 2023 | Share Repurchase Agreement dated. |
| May 15, 2023 | Amendment No. 12 to Schedule 13D filed; Form of Master Confirmation: Pre-paid Variable Share Forward Transactions filed. |
| June 15, 2023 | Share Repurchase Agreement dated. |
| June 20, 2023 | Amendment No. 13 to Schedule 13D filed. |
| August 2, 2023 | Share Repurchase Agreement dated. |
| August 3, 2023 | Underwriting Agreement dated. |
| August 7, 2023 | Amendment No. 14 to Schedule 13D filed. |
| November 9, 2023 | Share Repurchase Agreement dated. |
| November 14, 2023 | Amendment No. 15 to Schedule 13D filed. |
| February 7, 2024 | Share Repurchase Agreement dated. |
| February 9, 2024 | Amendment No. 16 to Schedule 13D filed. |
| May 22, 2024 | Share Repurchase Agreement dated. |
| August 1, 2024 | Share Repurchase Agreement dated. |
| August 5, 2024 | Amendment No. 17 to Schedule 13D filed. |
| August 16, 2024 | Amendment No. 2 to the Amended and Restated Shareholders Agreement dated. |
| August 20, 2024 | Amendment No. 18 to Schedule 13D filed. |
| February 6, 2025 | Share Repurchase Agreement dated. |
| February 10, 2025 | Amendment No. 19 to Schedule 13D filed. |
| March 25, 2025 | Amendment No. 20 to Schedule 13D filed. |
| April 30, 2025 | Date as of which 193,823,487 shares of Common Stock were outstanding, as reported by Cencora in its Quarterly Report on Form 10-Q. |
| May 7, 2025 | Cencora's Quarterly Report on Form 10-Q filed. |
| May 27, 2025 | Date of event requiring filing; Ornella Barra notified Cencora's Board of Directors of her decision to resign. |
| May 28, 2025 | Date of filing of this Amendment No. 21 to Schedule 13D. |
| Early June (expected) | Scheduled settlement of certain prepaid variable share forward transactions, which is expected to result in the Reporting Person's ownership falling below 5%. |
Keywords
Cencora, Walgreens Boots Alliance, Schedule 13D, Beneficial Ownership, Director Resignation, Share Forward Transactions, Pharmaceutical Distribution, Healthcare Investment
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