London – October 19, 2026 -- Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. have launched a consent solicitation covering €650 million of 5.375% and £375 million of 7.375% senior secured notes due 2032, offering holders a cash fee of 2.50 per 1,000 of principal for backing indenture changes tied to a pending change of ownership.
Wittington and Fairfax funds agree to acquire Boots Group parent on October 7
Oak UK Bidco Limited, owned directly or indirectly by funds linked to Wittington Investments, Limited, together with funds linked to Fairfax Financial Holdings Limited, signed a share purchase agreement on October 7, 2026. Under it, the buyer will acquire all issued and outstanding ordinary shares of Blazing Star Boots Superco (Jersey) Limited from The Boots Group Limited. Completion is expected in the first half of 2027, though the agreement allows that date to be extended.
Amendments would rewrite sponsor definitions to name Wittington and Fairfax
The co-issuers seek to amend the indenture's "Sponsor" and "Investors" definitions so they refer to Wittington, Fairfax and their related persons. They also want related technical and conforming changes to the indenture dated August 1, 2025.
The deal would qualify as a Specified Change of Control Event under the current indenture. The co-issuers therefore would not have to make a Change of Control Offer even if the amendments fail. The amendments are not a condition to completing the acquisition.
Consent fee of €2.50 or £2.50 per 1,000 is payable only if the deal closes
Holders who validly deliver and do not revoke consents by 4:00 p.m. London time on October 23, 2026 are eligible for the fee. It is €2.50 per €1,000 of EUR Notes and £2.50 per £1,000 of GBP Notes. Payment depends on receipt of the Requisite Consents and on closing of the acquisition, a condition that cannot be waived. The fee will be paid on the date the acquisition completes or promptly afterward.
Majority of combined notes must consent, with currencies converted to dollars
The EUR and GBP Notes vote as a single class. Approval requires holders of at least a majority of aggregate outstanding principal. For this test, principal is converted into U.S. dollars at the 11:00 a.m. New York time spot rate on the business day before the supplemental indenture is signed.
If the threshold is met, the co-issuers expect to execute a supplemental indenture promptly. It would bind all holders immediately, whether or not they consented. The amendments would become operative only immediately before the acquisition completes. They would lapse if the deal fails or the fee goes unpaid.
Consents can be revoked until the earlier of the Consent Time and the Expiration Date. Holders who consent after the Consent Time but before expiry still qualify for the fee. If the Requisite Consents are not obtained, all consents lapse, no fee is paid and the existing indenture terms remain in force.
Minimum €100,000 or £100,000 denominations and blocking rules apply through Euroclear and Clearstream
Consents must be submitted electronically through Euroclear Bank SA/NV or Clearstream Banking S.A. in minimums of €100,000 or £100,000, with integral multiples of 1,000 above that. Notes with delivered consents are blocked in the clearing systems until the earliest of the later of the Consent Time and Expiration Date, valid revocation, or termination of the solicitation. Consents from Sanctions Restricted Persons will not be accepted.
Morgan Stanley & Co. LLC and CIBC World Markets Corp. are solicitation agents, and D.F. King Ltd. is information and tabulation agent. The co-issuers, with the buyer's prior consent, may amend, extend or terminate the solicitation at any time.