24 November 2023: Walgreens Boots Alliance (Nasdaq: WBA) today announces that, with the financial support of Boots, the Trustee of the Boots Pension Scheme (the “Scheme”) has agreed a £4.8 billion ($6.0 billion) buy-in policy (“Buy-In”) with Legal & General.
The Buy-In insures all 53,000 members in the Boots Pension Scheme, making it the largest single transaction of its kind. After exploring a range of strategic options for the Scheme, an insurance transaction with Legal & General was selected as the best way to safeguard members' benefits against market uncertainty, improved life expectancies and other risks and deliver Boots strategic objectives for the Scheme.
Boots will bring forward approximately £170 million ($210 million) of already committed payments to the Scheme and has committed to pay extra contributions expected to be approximately £500 million ($630 million) to the Scheme1. The previous guarantee from a Walgreens Boots Alliance entity to the Scheme has been terminated and replaced with a smaller temporary guarantee, which will decrease in line with the settlement of these commitments.
In due course, members of the Scheme will be provided with individual annuity policies issued by Legal & General, who will then be responsible for paying members' benefits directly enabling the Scheme to be wound-up. The process is expected to take up to two years. The Trustee and Boots have written to the members of the Scheme to inform them of these changes. The transaction will transfer most economic risk in the Scheme to Legal & General, substantially reducing Boots exposure and increasing the security of members’ pension benefits.
Cardano was the strategic advisor to Walgreens Boots Alliance and lead broker for the transaction, while Baker McKenzie provided legal advice. Aon was strategic adviser, lead investment adviser and broker for the transaction representing the Trustee, while Sackers provided legal advice.
Alan Baker on behalf of Law Debenture, as Chair of Trustee, Boots Pension Scheme: “This agreement with Legal & General gives added protection to our members’ long-term benefits by removing market uncertainty and other financial exposures. We welcome the additional payment from Boots, in addition to the sum it has already committed. As a result, the Scheme will not be reliant on Boots to pay benefits to members and pensions will be protected for decades to come. “I would like to take this opportunity to thank my fellow Trustee directors and our predecessors, the Scheme officers and advisers for their hard work over many years to reach this positive outcome for our members.”
Sebastian James, Senior Vice President and Managing Director, Boots: “We are very pleased to have achieved the gold standard outcome for our pension scheme and to have fully secured the benefits of all members with a highly respected insurer. This will provide greater certainty to both the Scheme members and to Boots, and is an excellent outcome for both parties.”
Andrew Kail, CEO, Legal & General Retirement Institutional: “We are very pleased to have agreed this buy-in today with the Boots Pension Scheme, representing our largest ever single transaction. This is testament to our long-standing relationship with the client, and I am proud that we have been able to work seamlessly across our insurance, reinsurance and investment management capabilities to deliver an excellent outcome.”
Cautionary Note Regarding Forward-Looking Statements
All statements in this release that are not historical including, without limitation, those regarding future commitments and expected timelines, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “will,” “likely,” “intend,” “plan,” “aim,” “continue,” “believe,” “seek,” “anticipate,” “upcoming,” “may,” “possible,” and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended August 31, 2023 and in other documents that we file or furnish with the Securities and Exchange Commission. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements we make or that are made on our behalf are qualified by these cautionary statements. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.
[1] A deferred premium facility has been agreed with Legal & General to provide flexibility around the settlement of these commitments and the orderly transfer of the Scheme’s assets.