13D Filing: Walgreens Boots Alliance, Inc. Discloses Update to Amerisourcebergen Corp (ABC) Holding

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Page 32 of 68 SEC Filing


This Amendment No. 2 to Schedule 13D (this Amendment No. 2) 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 9, 2014, as amended by Amendment No. 1 thereto filed with the SEC on January 16, 2015. Terms used but not defined in this Amendment
No. 2 have the respective meanings given to such terms in the original Schedule 13D, as amended by Amendment No. 1 thereto.

Explanatory Note

This Amendment
No. 2 is being filed because, pursuant to Rule 13d-3(d) under the Exchange Act, shares underlying warrants that become exercisable within 60 days are deemed beneficially owned for purposes of Section 13(d) of the Exchange Act and, as
previously disclosed in the Schedule 13D, Warrant 1 will by its terms become exercisable in March 2016. Accordingly, pursuant to Rule 13d-3(d) under the Exchange Act, certain of the Reporting Persons may, as disclosed herein, be deemed to be the
beneficial owner of the shares of Common Stock underlying Warrant 1 (in addition to their previously-reported beneficial ownership) as of the filing of this Amendment No. 2. This Amendment No. 2 also reflects the completion of an internal
reorganization of certain subsidiaries of Walgreens Boots Alliance, Inc., a Delaware corporation (WBA), and the transfer of certain securities of the Issuer between wholly-owned subsidiaries of WBA in accordance with the Framework
Agreement and related agreements.

Item 2. Identity and Background.

Item 2 is amended and supplemented as follows:

This Amendment No. 2 is being filed by: (i) Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company (WBA
Holdings
) (f/k/a WAB Holdings LLC); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (WPS); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited liability company
(Bond Drug); (iv) Walgreen Eastern Co., Inc., a New York corporation (WEC); (v) Walgreen Arizona Drug Co., an Arizona corporation (WADC); (vi) Walgreen Hastings Co., a Nebraska
corporation (WHC); (vii) Walgreen Co., an Illinois corporation (Walgreen); (viii) Alliance Boots Luxembourg S.à r.l, a Luxembourg société à responsabilité
limitée
(limited liability company) (AB Luxembourg); (ix) Alliance Boots Holdings Limited, a private limited liability company organized under the laws of England and Wales (AB Holdings);
(x) AB Acquisitions UK Holdco 7 Limited, a private limited liability company organized under the laws of England and Wales (AB UK Holdco 7); (xi) Superior Acquisitions Limited, a private limited liability company
organized under the laws of England and Wales (Superior Acquisitions) (f/k/a AB Acquisitions Limited); (xii) Alliance Boots International Limited, a private limited liability company organized under the laws of England and
Wales (AB International); (xiii) Alliance Boots Limited, a private limited liability company organized under the laws of England and Wales (AB Limited); (xiv) AB Acquisitions UK Topco Limited, a
private limited liability company organized under the laws of England and Wales (AB UK Topco); (xv) AB Acquisitions Luxco 1 S.à r.l., a Luxembourg société à responsabilité
limitée
(limited liability company) (AB Luxco 1); (xvi) Alliance Boots GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Alliance Boots);
(xvii) Walgreen Swiss International GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Walgreen Swiss); (xviii) Superior Holdings Limited, a private limited liability company
organized under the laws of England and Wales (Superior) (f/k/a Ontario Holdings WBA Limited); (xix) Walgreen International S.à r.l., a Luxembourg société à responsabilité
limitée
(limited liability company) (Walgreen International); (xx) Superior Bermuda GP, a Bermuda General Partnership (Superior Bermuda); (xxi) Superior Luxco 3 S.à r.l., a Luxembourg
société à responsabilité limitée (limited liability company) (Superior Luxco 3); (xxii) Walgreens Boots Alliance Scottish LP, a private limited partnership organized under the laws of
Scotland (WBA Scottish); (xxiii) WBA 1 Scottish LLP, a private limited liability partnership organized under the laws of Scotland (WBA Scottish 1); (xxiv) Superior Luxco 2 S.à r.l., a Luxembourg
société à responsabilité limitée (limited liability company) (Superior Luxco 2); (xxv) Superior Luxco 1 S.à r.l., a Luxembourg société à
responsabilité limitée
(limited liability company) (Superior Luxco 1); (xxvi) Walgreen Investments Luxembourg SCS, a Luxembourg société en commandite simple (limited partnership)
(Walgreen Investments Lux); (xxvii) Walgreen International Investments LLC, a Delaware limited liability company (Walgreen International Investments); (xxviii) WBA Investments, Inc., a Delaware
corporation (WBA Investments); (xxix) Walgreen Investments Co, a Delaware corporation (WIC); and (xxx) WBA. WBA Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen, AB Luxembourg, AB Holdings, AB UK
Holdco, Superior Acquisitions, AB International, AB Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Superior, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA Scottish, WBA Scottish 1, Superior Luxco 2, Superior
Luxco 1, Walgreen Investments Lux, Walgreen International Investments, WBA Investments, WIC and WBA are collectively referred to as the Reporting Persons.

WBA Holdings was formed solely for the purpose of investing in the Issuer. All of the outstanding shares of Common Stock reported as beneficially owned by any
Reporting Person in this Schedule 13D are held of record by WBA Holdings. In addition, WBA Holdings is the holder of Warrant 1 (as defined in the Schedule 13D) and Warrant 2 (as defined in the Schedule 13D) as of the filing of this Amendment
No. 2. WBA Holdings is a direct wholly-owned subsidiary of WPS. WPS is a direct wholly-owned subsidiary of Bond Drug. Bond Drug is a direct wholly-owned subsidiary of WEC. WEC is a direct wholly-owned subsidiary of WADC. WADC is a direct
wholly-owned subsidiary of WHC. WHC is a direct wholly-owned subsidiary of Walgreen. Walgreen is a direct wholly-owned subsidiary of WBA. WBA, together with its subsidiaries, including the Reporting Persons, is a global pharmacy-led, health and
wellbeing enterprise.

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