The $10 billion Walgreens take-private deal with Sycamore: what you need to know

March 11, 2025 | by | 1 Comment

Gimlet EyeWalgreens was too big to fail entirely–but made too many mistakes and remained in too many dying segments. The Gimlet Eye credits Walgreens for making a good deal with private equity firm Sycamore Partners before the wheels came off completely, as has happened to all too many retail-based enterprises.

The deal:

  • The equity value will be $10 billion: $11.45 per share in cash that represents a roughly 8% premium to the stock’s closing price on Thursday ($10.63). Of course, with a deal on the table, shares are up today (10 March) and closed at $11.30.
  • There is an up to $3 bonus per share to shareholders when the VillageMD holdings, including CityMD and Summit Medical, are sold, termed “Divested Asset Proceed Right” or “DAP Right”. This assumes that VillageMD will be sold.
  • How Walgreens is positioning it in their release is a total value of $23.7 billion, which would include net debt, capital leases, present value of opioid liability and Everly settlement, less fair value of all equity investments. (Slightly confusing?)
  • Closing is anticipated as Q4 2025, subject to the usual shareholder approvals (minus WBA chair and 10% owner Stefano Pessina as well as shareholders affiliated with Sycamore Partners) and regulatory approvals–a Federal and state-by-state process. Once closed, Walgreens will be private.
  • Stefano Pessina will hold a share in the company. No other transitions are mentioned at this time.
  • Headquarters will remain in Chicago.

Last week’s (and prior) reports of the three-part carveup of WBA’s assets have, so far, not been confirmed. 

Our Readers have been tracking the multiple and cumulative mistakes that Walgreens has made, including:

  • Maintaining an expensive retail footprint…then doubling down on it in 2020 by integrating into their retail footprint a co-located primary care group practice, VillageMD. Then Walgreens backed VillageMD in buying Summit Medical and CityMD. This Editor estimated, based on public information, that Walgreens sank north of $10 billion into VillageMD since their initial investment of $1 billion in 2020 [TTA 22 Feb 2024]. WBA wrote down in their Q2 2024 $5.8 billion of the investment.
    • Retail context: They not only bought Duane Reade in 2010, but also they bought 1,932 Rite Aid stores in March 2018 for $4.38 billion. 
  • It got caught in the Theranos fraud, investing $140 million but able to claw back about $44 million before the collapse.
  • Pulling a fast one on PWN/Everly Health on their Covid testing contract that just cost them $595 million [TTA 26 Feb]
  • Improper dispensing of opioids and other unlawful prescriptions that violated the Controlled Substances Act (CSA). Since Walgreens then sought reimbursement from Federal healthcare programs, they violated the False Claims Act (FCA). This has now resulted in a Department of Justice civil lawsuit filed in the Northern District of Illinois [TTA 24 Jan]. This could be billions in penalties that someone has to pay.
  • Pharmacist labor actions affected Walgreens’ already unsteady pharmacy operation.

One mistake of omission that industry opiners have pointed to was not buying a pharmacy benefit management (PBM) company, although that could be a dodged bullet as PBMs are now under Federal attack.

Too many habits have changed along with their economics. Prior to 2020, only a seer could have truly forecast that retail pharmacies could be displaced as they were by Amazon Pharmacy (which used to be a small player called PillPack), nor CostPlus, Walmart, and the teleprescribers such as Ro and Hims. The pandemic got retail customers accustomed to using online shopping and home delivery for even the smallest of items like toothpaste. Multiple small HBA (health and beauty aids) brands are profitably and directly sold on YouTube and elsewhere. Another nail in retail–shoplifting and related crime drained profit. For shoppers, stores became threatening, not comfortable, places to spend a little time browsing, going in for milk or cough syrup and walking out with cards, printer ink, candy, shampoo, and ice cream. Another change that few mention is how major supermarkets have also added pharmacies along with expanding aisles of vitamins and major brand HBA, at competitive prices.

Unlike CVS, Walgreens stores tend to be (at least locally to this Editor, meaning NY and NJ), barnlike, oddly organized, hard to browse, and harshly lighted locations with a few registers concentrated in a cattle chute design. CVS is generally (not always) easier to browse and slightly better organized especially at checkout with self-check and register options, as is their pharmacy experience. CVS also benefits from having insurer ties and Minute Clinics in many locations.

What’s ahead for Walgreens? Right now, it has 12,500 retail pharmacy locations across the US, Europe and Latin America with 310,000 employees. Neither Walgreens nor Sycamore is talking, which is reasonable, but the Gimlet Eye can make certain educated guesses. Certainly by 2026 there will be major changes in their retail footprint. Their 5,000 scheduled store closures may look miniature compared to what is coming, with the smallest volume or least well located stores going first and likely what is left of Duane Reade closed. Staff will be cut accordingly and one can anticipate difficulties on their pharmacy side which has already seen some unrest in staffing and management. As earlier noted [TTA 4 Mar], expect sell offs or spinoffs of other assets such as CareCentrix, Shields Health Solutions, the 6% left of their Cencora shares, Boots No. 7 beauty, and Boots in the UK.  

It’s hard to be assured that in a year or two, there will be many local Walgreens (or Boots) to run into for a prescription or Band-Aids, given the generally unsuccessful track record of retail PE and the trends noted above. Sycamore Partners in that area is well regarded, especially in how they turned around Staples, Talbots, and others. But given the rabbits-pulled-out-of-hats in how Sycamore put together their funding and debt financing for Walgreens, and the economics of the private equity model of profitability and ROI in covering management fees, debt service, and asset selloffs–it will be an interesting time for those of us who are healthcare observers. CNBC, MedCityNews, Yahoo Finance (CNN)

More on Sycamore’s 83% debt level in financing the Walgreens deal, and what that could mean, here.

Walgreens gives up on VillageMD, will sell to reduce stake below majority, closing underperforming stores, revising profit outlook– and in abandoning Boots sale, managing director James quits

July 2, 2024 | by

Q3 results are in for Walgreens Boots Alliance (WBA) and it was largely a bummer, especially if you work for VillageMD. Their financials have taken a hit from crashing US consumer retail spending and the softening pharmacy business. Adjusted earnings per share (EPS) were $0.63, down 36.6% on a constant currency basis compared to Q3 last year. The full year guidance was lowered from Q2’s outlook of $3.20 to $3.35 EPS to $2.80 to $2.95, again citing US trends. Q3 sales were up 2.6% to $36.4 billion, up 2.5% versus last year. Release

Industry estimates are that fully one-quarter of Walgreens’ 8,700 US stores are being reviewed for performance and closure, based on industry estimates and Tim Wentworth’s remarks on the investor call last week. Healthcare Dive, FierceHealthcare

Mr. Market didn’t like the WBA news at all, dropping the share price from the call last week to today, closing at $11.58, its lowest level in years. Nine years ago, it traded just over $95 per share. Its consistently steady price and healthy dividend save the last couple of years gave it a broker nickname of a ‘widows and orphans’ stock.

The bad news for VillageMD is that it’s for sale. Walgreens plans to lower its ownership below a majority holding and not to grow that line of business, instead focusing on retail pharmacy. Lowering its ownership stake means it has to find a buyer or buyers for at least 14 points of its 63% share. And it’s been a money pit. It not only upped its share from about 30% to 63% in 2021 for $5.3 billion but subsidized the acquisition of Summit Health/CityMD by VillageMD in November 2022 for $8.9 billion ($3.5 billion from WBA). The rough calculation of $10 billion [TTA 28 Mar] spent under CEO Roz Brewer’s watch does make it a bit easier for CEO Tim Wentworth to slash away. 140 locations were closed by March with a total now estimated at 160.  

But where to find a buyer/investor? It won’t be Cigna. Last May, Cigna wrote off $1.8 billion of its 2022 $2.2 billion investment which gave it a ‘in the teens’ share [TTA 2 May]. WBA wrote it down as well; last quarter, a $12.4 billion non-cash impairment charge related to VillageMD goodwill netted a $5.8 billion writedown. It’s no moneymaker though its revenue this quarter grew 7%. An industry analyst estimated VillageMD’s 2023 losses at $800 million last April. Primary care is no longer a hot investment. Even mighty CVS is looking for a private equity investor in Oak Street Health, which implies that CVS doesn’t want to put more than the bare minimum into expanding OSH’s clinics [TTA 29 May].

This Editor’s own interesting take on an option. VillageMD’s new COO/president is a Centene ‘retiree’, Jim Miller. Previously, he had the same positions for two years at Magellan Health. He was there when it was acquired by Centene in 2022 and stayed on till retiring in April. Magellan’s holdings have largely been sold off since activist investor Politan stepped in [TTA 10 Apr]. Could it be that Miller may find investors to buy or spin it off and go private?

Shields Health not for sale and neither is Boots, which didn’t make the latter’s managing director happy. On the investor call, Wentworth also confirmed that specialty pharma operation Shields Health Solutions, bandied about as a sale candidate, will be retained. It grew 24% in Q3 versus year prior. Boots pharmacies in the UK will remain off the WBA selling block in another about-face. Right after last week’s investor call, Boots’ managing director Sebastian James announced his departure, effective in November (!) reportedly for a European eye surgery business. James had been with Boots as MD since 2018 and oversaw 13 consecutive quarters of market share growth including this one, with a 6% rise in UK comparable retail sales. It’s hard not to speculate that either James had lined up a buyer or he tired of the push me-pull you from management. Another factor that doesn’t inspire confidence. Morningstar UK

Wentworth continues to have a rough ride with some speculation as to why WBA continues to dig itself into a hole and when it will turn around.

Separation or sale? WBA putting Boots out for bids; Walgreens pharmacists end month-long HQ protest.

May 14, 2024 | by

Boots to be ‘booted’ from WBA? Bloomberg and other sources on Monday reported that WBA is now once again searching for buyers for the UK-based Boots pharmacy chain. Earlier reports from end of 2023 into Q1 [TTA 5 March] that it was up for sale were later denied. WBA is at a preliminary stage in working with advisers to seek out some buyers.

The price will be steep. Boots’ estimated value is £7 billion (about $8.78 billion). One rumored possibility other than a sale is a UK IPO. The news sent WBA shares up by 5% during Monday trading to a close of $18.12. If a sale or spinoff does go through, it will bring to an end an unusual trans-Atlantic alliance for Walgreens, though other than some Boots beauty products in the No. 7 line, there’s little crossover between the two chains, at least here in the US. Reuters, Crain’s Chicago Business

Meanwhile, back in the trenches, Walgreens’ Chicago-area pharmacists wrapped up on Friday a month-long protest at Walgreens’ Deerfield HQ. These actions, which have been rolling since last year, center around increased staff and hour cutbacks plus the rise of telepharmacy. This replaces pharmacists with technicians for filling prescriptions, with patient questions answered by a remote pharmacist via an iPad. Pharmacists represented by the National Pharmacists Association-Laborers’ International Union of North America (NPhA-LIUNA) have been working without a contract since last May. In the past seven years, they have received a 2% wage increase. The local dispute has been mirrored at Walgreens and CVS locations nationwide. Crain’s Chicago Business

Facing Future: Walgreens CEO moves company into strategic review–will he get WBA board alignment?

March 5, 2024 | by

Walgreens’ CEO Wentworth positions for turnaround. “This is not a 12-month turnaround story” said Mr. Wentworth at the TD Cowen healthcare investor conference. To this Editor, the public honesty and lack of cant (a/k/a “PR Speak”) was refreshing. His unobvious caveat though was aligning the board around what he and the new executive team–very few if any carryovers from the prior regime–see as the direction of the company and asset management.

The WBA board is led by executive chairman Stefano Pessina, who has a vested interest in a turnaround. He is the lead individual shareholder of WBA with apparently 10% of shares with other insiders (including the COO of WBA International, Ornella Barra, spouse of Mr. Pessina) having about 17%. Large institutional investors (Vanguard, State Street, etc.) have over 60% of the company. The share price has fallen about 40% in the past year (from early March 2023) and 55% from this time in 2022. (Derived from WBA and Yahoo Finance)

Example: This Editor has estimated from public information that Walgreens sank north of $10 billion into VillageMD, from initial and then controlling interest, then funding the buy of Summit Health/CityMD. This is a huge and recent investment that is going sideways in a span of less than three years. It does take some nerve to walk it back. TTA 22 Feb

Other key points Mr. Wentworth made, according to the most complete report in Crain’s Chicago Business, was that this was not a prelude to some massive unveiling of a New Walgreens, that it would be a ‘starting gun’ for the work to be done, and that investors would be updated through the process. The review will include:

  • Evaluating its 8,000+ location footprint based on current and projected population and type of usage
  • US Healthcare assets including the already shrinking VillageMD [TTA 29 Feb], home care benefit management services primarily for payers CareCentrix, and specialty pharmacy Shields Health Solutions.
  • Shields is apparently no longer up for sale per earlier reports but Boots now may be
  • Smaller assets around clinical trials and pharmacy fulfillment centers

The next earnings call is 28 March, when undoubtedly more will be revealed.

FierceHealthcare caught up to this as well.

Editor’s POV on ‘musts to avoid’: Walgreens’ chief medical officer, Dr. Sashi Moodley, was interviewed during ViVE24 by Mobihealthnews, It is only remarkable in how he sidestepped direct questions beyond the first two lengthy ones on a virtual care initiative, generating a fog of non-answers around VillageMD closures and corporate strategy that became peasoup thick by the last question. (Kudos to Jessica Haden for not going wobbly.) The dubious wisdom of placing a C-level in front of the press at a ‘hard and tough news’ time, one whose expertise is clinical in nature, most comfortable in speaking to that and not corporate strategy, plus evidently has a hard time editing/limiting responses, should be rethought. 

Dream team or dance of the dinosaurs? Another view of Legrand’s recent acquisition

May 9, 2016 | by

The recent news of  Legrand’s acquisition of Jontek Ltd to join Tynetec in their Assisted Living & Healthcare Business Unit stirs many nice memories, as this editor has much to thank both Tynetec, and Jontek for.

Once Tynetec quality was a match for the other major player in the telecare market, their competition was truly appreciated in restraining the cost of delivering telecare. They were enormously helpful, particularly when this editor was working in Surrey. However at the end of the day, their systems, like the other major competitors in the market, were proprietary. Thus once a Tynetec dispersed alarm unit was installed, only Tynetec peripherals could be added.

Jontek on the other hand were able to receive alerts from all the major telecare players, so enabled mixed economies (as we had in Surrey) to be managed by the same call centre. Although “for legal reasons” there were problems with getting (more…)

A gallimaufry of short digital health items to start the day with

March 22, 2016 | by

The WHO has produced an excellent report on the state of eHealth in the European region, including a review of telehealth readiness. Ericsson have produced a very interesting report confirming what I guess anyone will have realised if they’ve traveled by public transport or have children: young people downloading video content are driving a surge in data usage: there’s much detail here though. Both are well worth the read.

Mentioning Ericsson reminds that the Telegraph recently produced a summary of the 20 best-selling mobile phones of all time – takes you back, with the substantial number once produced by Nokia.

The Royal Society of Medicine has it’s fifth annual medical app conference on April 7th – numbers booked have already well exceeded last year’s sellout so they are expecting to fill this year’s much larger conference venue. The focus this year is on the many legislative, regulatory and voluntary measures being introduced that will impact medical apps – there’s still room for old favourites though, such as Richard Brady’s always-topical (more…)

Hyperbole, pets & apps: a brief romp around the digital health scene

March 10, 2016 | by | 1 Comment

In technology, over-use of the term “groundbreaking” is common. However it takes some nerve to use the term to describe “Home Assist”, a push-button pendant-based telecare service now being sold by Boots (provided by Tunstall). Whilst TTA can only applaud the arrival of another high street offering, we would counsel a more realistic service description for a telecare service already offered by many.

Research via Boots’ own website reveals that in addition to the advertised push-button pendant, a falls detector is available as well. This site gives price details too, which look quite competitive at the basic level with non-subsidised local authority telecare schemes, though of course without the linkages to local services, including response services in the event eg of a fall, that some of these schemes also offer. Downloading the in store leaflet gives yet further information, for example that the pricier ‘advanced’ package includes a smoke detector (surely for older people almost as important as a basic pendant, and ideally one/floor of your house?) and bogus call detector, as well as falls detector etc.

Meanwhile in a far off land (Los Angeles to be precise) Active4Pets are busy recruiting to accelerate the US rollout of their “innovative” telehealth communication platform for pets. The (admittedly far-fetched) thought of pets regularly reporting vital signs electronically conjures up all sorts of bad, (though unavoidable) puns such as: (more…)

Tunstall and Boots go High Street with retail PERS (UK)

March 3, 2016 | by

[grow_thumb image=”https://telecareaware.com/wp-content/uploads/2016/03/Boots-Main-Logo.jpg” thumb_width=”150″ /]Boots has entered the direct-to-consumer PERS business with Home Assist, supplied by Tunstall Healthcare. It’s a conventional (non-mobile) base unit and pendant with 24/7 response to Tunstall’s call center and a temperature sensor that will alarm at cold temperatures. The basic PERS is priced at £34.79 ($49) inclusive of VAT for the unit and a £19.99 ($28) monthly charge. Adding fall detection, the prices rise to £46.79 and £25.19. The most expensive option adds a smoke detector, reassurance calls and a bogus caller alarm for £58.79 and £31.19. Some end users may qualify for VAT-free pricing due to a qualifying disability or long-term illness, which lowers rates by £7-9. According to our former Editor and occasional contributor Mike Burton, this is a first for any High Street chemist and ups the game for all PERS and alert systems. It’s also a natural move, given that the US outpost of the Walgreens Boots Alliance has direct sold Tunstall (and earlier, AMAC) PERS units for 10 years. (Walgreens’ base monthly rate is about the same at $29.99 monthly for the same unit, but no unit cost on an annual contract.)  Home Assist website (Tunstall UK/Boots). The in-store leaflet link on the Boots website features Boots locations in London and Leeds only, along with a full application.