SEC Division of Corporation Finance no-action letter: Walgreens Boots Alliance, Inc.

September 28, 2018
Thomas J. Kim
Sidley Austin LLP
1501 K Street N.W.
Washington, DC 20005
Re: In the Matter of Walgreens Boots Alliance, Inc., et al.
Walgreens Boots Alliance, Inc. – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Mr. Kim:
This is in response to your letter dated September 26, 2018, written on behalf of Walgreens Boots Alliance, Inc. (“WBA”) and constituting an application for relief from WBA being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). WBA requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 28, 2018 of a Commission Order (“Order”) pursuant to Section 8A of the Securities Act against WBA. The Order requires that, among other things, WBA cease and desist from committing or causing any violations and any future violations of
Section 17(a)(2) of the Securities Act.
Based on the facts and representations in your letter, and assuming WBA complies with the Order, we have determined that WBA has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that WBA will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from WBA being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance