Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement Amendments

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, VillageMD entered into a Second Amendment to Agreement and Plan of Merger (the "Second Merger Agreement Amendment") by and among VillageMD, Village Practice Management, Merger Sub and Summit Health-CityMD. The Second Merger Agreement Amendment amends certain terms of the Merger Agreement, including by adding VillageMD as the purchaser entity party to the Merger Agreement and reflecting various other conforming changes with respect to the VillageMD Restructuring and ministerial updates. Previously, on November 14, 2022, VillageMD entered into a First Amendment to Agreement and Plan of Merger (the "First Merger Agreement Amendment") by and among Village Practice Management, Merger Sub and Summit Health-CityMD, which similarly amended certain terms of the Merger Agreement to reflect changes with respect to the VillageMD Restructuring and ministerial updates. The First Merger Agreement Amendment is not a material amendment to the Merger Agreement, and is described in this Item 1.01 solely for the sake of completeness.

The foregoing description of the First Merger Agreement Amendment and the Second Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Merger Agreement Amendment and the Second Merger Agreement Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and are incorporated herein by reference. The representations, warranties and covenants in the First Merger Agreement Amendment and the Second Merger Agreement Amendment are qualified

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by confidential disclosure schedules and were made solely for the benefit of the parties to the First Merger Agreement Amendment and the Second Merger Agreement Amendment for the purpose of allocating contractual risk among those parties, and do not establish these matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of VillageMD, Village Practice Management, Merger Sub, Summit Health-CityMD or any of their respective subsidiaries or affiliates.

Amended and Restated Unit Purchase Agreement

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, the Company and VillageMD entered into the Unit Purchase Agreement. The Unit Purchase Agreement amended and restated in its entirety the existing Class E Preferred Unit and Class F Preferred Unit Purchase Agreement, dated as of November 7, 2022 (the "Original Unit Purchase Agreement"), by and among Walgreens, Cigna Health & Life Insurance Company, Village Practice Management and, for certain purposes specified therein, the Company and certain members of Village Practice Management, in order to add VillageMD as the issuing entity and reflect various other conforming changes with respect to the VillageMD Restructuring and ministerial updates.

The foregoing description of the Unit Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Unit Purchase Agreement, which is filed as Exhibit 2.3 hereto and is incorporated herein by reference. The representations, warranties and covenants in the Unit Purchase Agreement Amendment are qualified by confidential disclosure schedules and were made solely for the benefit of the parties to the Unit Purchase Agreement for the purpose of allocating contractual risk among those parties, and do not establish these matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company, Walgreens, VillageMD, Village Practice Management or any of their respective subsidiaries or affiliates.

Amended and Restated Limited Liability Company Agreement

On January 3, 2023, in connection with the consummation of the VillageMD Restructuring, the Summit Health-CityMD Acquisition and the VillageMD Investments, VillageMD and its members, including Walgreens and certain other subsidiaries of the Company, amended and restated in its entirety the existing limited liability company agreement of VillageMD (such amendment and restatement, the "A&R LLCA"). The A&R LLCA contains materially the same terms and conditions as the form of the Eighth Amended and Restated Limited Liability Company Agreement of Village Practice Management that was described in and filed as an exhibit to the Company's Current Report on Form 8-K filed on November 8, 2022 (which will no longer be entered into due to the VillageMD Restructuring), except that the A&R LLCA adds VillageMD as the company and reflects various other conforming changes with respect to the VillageMD Restructuring and ministerial updates. Among other things, the A&R LLCA provides that the majority of the members of the board of managers of VillageMD are to be designated by the Company and certain of its subsidiaries, upon the terms and subject to the conditions of the A&R LLCA.

The foregoing description of the A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R LLCA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the first paragraph under the heading "Introductory Note" and under the heading "Merger Agreement Amendments" under Item 1.01 herein is incorporated by reference into this Item 2.01. For further information regarding the terms and conditions of the Merger Agreement, see the description of the Merger Agreement contained in the Company's Current Report on Form 8-K filed on November 8, 2022, subject to the descriptions herein of the subsequent amendments and changes thereto.




Item 8.01. Other Events.


Credit Agreement

On January 3, 2023, in connection with the consummation of the Summit Health-CityMD Acquisition, the Company entered into a credit agreement with VillageMD pursuant to which the Company has provided to VillageMD senior secured credit facilities in the aggregate amount of $2.25 billion (the "VillageMD Facilities"),

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consisting of (i) a senior secured term loan facility in an aggregate original principal amount of $1.75 billion (the "VillageMD Term Loan") and (ii) a senior secured revolving credit facility in an aggregate original committed amount of $500 million (the "VillageMD Revolver"). The VillageMD Term Loan was used for part of the cash portion of the consideration for the Summit Health-CityMD Acquisition, repayment of all outstanding indebtedness under Summit Health-CityMD's formerly existing credit agreement and related fees and expenses, and the VillageMD Revolver is available for general corporate purposes after the consummation of the Summit Health-CityMD Acquisition.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.



(d) Exhibits



Exhibit                                  Description

 2.1          First Amendment to Agreement and Plan of Merger, dated as of
            November 14, 2022, by and among WP CityMD Topco LLC, Village Practice
            Management Company, LLC and Project Teton Merger Sub LLC

 2.2          Second Amendment to Agreement and Plan of Merger, dated as of
            January 3, 2023, by and among WP CityMD Topco LLC, Village Practice
            Management Company Holdings, LLC, Village Practice Management Company,
            LLC and Project Teton Merger Sub LLC*

 2.3          Amended and Restated Class E Preferred Unit and Class F Preferred
            Unit Purchase Agreement, dated as of January 3, 2023, by and among WBA
            Acquisition 5, LLC, Walgreens Boots Alliance, Inc., Cigna Health &
            Life Insurance Company, Evernorth Health, Inc., Village Practice
            Management Company, LLC and certain members of Village Practice
            Management Company, LLC*

10.1          Amended and Restated Limited Liability Company Agreement of Village
            Practice Management Company Holdings, LLC, dated as of January 3,
            2023, by and among Village Practice Management Company Holdings, LLC
            and its members*

 104        Cover Page Interactive Data File (formatted as inline XBRL)

* Certain schedules and exhibits to this agreement have been omitted pursuant to

Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish

supplementally to the Securities and Exchange Commission a copy of any omitted

schedule and/or exhibit upon request.

Cautionary Note Regarding Forward-Looking Statements

All statements in this report that are not historical, including, without limitation, those regarding the anticipated effects of the Summit Health-CityMD Acquisition, the VillageMD Investments, the VillageMD Restructuring and the VillageMD Facilities, 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

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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, 2022 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.

We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

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