Boots Group Finco L.P., The Boots Group Luxco S.à r.l (collectively referred to as the "Joint Issuers") today announced that they have initiated a consent solicitation from the holders of their outstanding 650 million euros in senior secured notes with a coupon rate of 5.375% and maturing in 2032 ("Euro Notes"), as well as 375 million pounds in senior secured notes with a coupon rate of 7.375% and maturing in 2032 ("Pound Notes"), which together with the Euro Notes are referred to as the "Notes". They intend to propose certain amendments to the Note agreements signed on August 1, 2025, with subsequent supplements, through a consent solicitation document dated October 19, 2026.
Regarding the acquisition and proposed amendments to the acquisition
On October 7, 2026, Oak UK Bidco Limited (the “Buyer”) signed a share purchase agreement with The Boots Group Limited (the “Seller”), Blazing Star Boots Superco, Limited (the “Company”), and other parties. The Buyer is comprised of Wittington Investments and Limited (“Wittington”) directly or indirectly owned by, or managed, established, controlled by, or advised by funds, as well as funds managed, established, controlled by, or advised by Fairfax Financial Holdings Limited (“Fairfax”). According to the share purchase agreement, the Buyer will acquire all of the Company’s issued and outstanding common shares upon meeting the terms and conditions of the agreement. This transaction and its completion time point are referred to as the “Acquisition” and the “Effective Time”, respectively.
According to the terms of the contract as of the date of issuance of this press release, the completion of the acquisition will constitute a 'specific control change event' as defined in the contract. Therefore, even without the proposed amendment to the acquisition, the joint issuers are not required to issue an offer for a change in control regarding this matter. Whether the proposed amendment to the acquisition takes effect is not a condition for the completion of the acquisition.
On the premise of agreeing to the conditions stated in the solicitation notice being met, the co-issuers seek the consent of the holders to: (i) amend the definitions of “Sponsor” and “Investors” in the contract to refer to Wittington, Fairfax and their respective affiliates, in order to reflect the acquisition transaction; and (ii) make additions, revisions, supplements, or changes to several other definitions and terms in the contract, as well as carry out technical or supporting modifications related to the aforementioned matters (collectively referred to as “proposed acquisition amendments”).
Agree to the solicitation that will expire at 4:00 p.m. London time on October 23, 2026, unless the co-issuers decide to extend or terminate it in advance with the prior consent of the buyer (this date and time, as well as any extended time thereafter, are referred to as the ‘maturity date’).
In accordance with the consent solicitation terms, the co-issuers will pay a cash fee to those holders who have effectively submitted their consent to the proposed acquisition amendment by the expiration date or prior to it and have not effectively withdrawn their consent: 2.50 euros for each 1,000 euros of principal amount for euro-denominated instruments, and 2.50 pounds for each 1,000 pounds of principal amount for pound-denominated instruments (the “consent fee”).
The payment of the consent fee is subject to the fulfillment or exemption of the conditions listed in the consent solicitation document, but prior consent from the buyer must be obtained in advance, including receiving the required consent by the due date or before, as well as the completion of the acquisition (this condition cannot be exempted).
According to the consent solicitation document, the consent fee is to be paid on the effective date, or as soon as possible thereafter. The acquisition is currently expected to be completed in the first half of 2027, but this timeline may be extended in accordance with the terms of the share purchase agreement.
If, on or before the maturity date, at least more than half of the holders of the total principal amount of the notes have effectively submitted their consent (“required consent”) and such required consent has not been effectively withdrawn prior to the earlier of the consent period (defined below) and the maturity date, the co-issuers expect to sign a supplementary agreement as soon as possible to implement the proposed acquisition amendment (this signing time is referred to as the “consent period”). The consent period may be earlier than the maturity date.
According to the terms of the contract, when determining whether the required consent has been obtained, euro bills and pound bills will be considered of the same category. To determine whether the required consent has been obtained, the principal amount of the bills will be calculated in US dollars and converted using the spot exchange rate at 11:00 a.m. on the business day preceding the signing date of the supplementary contract, according to New York time.
Once the supplementary agreement is signed, it shall take effect immediately for all holders and their transferees, regardless of whether they have submitted their consent or not. However, the proposed acquisition amendments will only become officially effective prior to the effective date; if the acquisition is not completed, or if the co-issuers fail to pay, or fail to facilitate the payment of the consent fees to the relevant holders, these amendments will no longer be in effect. Holders may withdraw their consent at any time before the earlier of the consent deadline and the expiration date, but thereafter, such withdrawal will not be permitted. Holders who submit their consent after the consent deadline but before or on the expiration date are still entitled to receive the consent fee.
If the required consent is not obtained by the expiration date or prior to it, or if the solicitation for consent is terminated, all consents will automatically become invalid and will no longer have any effect. No supplementary contracts will be signed, proposed acquisition amendments will not take effect, and no consent fees will be paid. In such cases, the contract and instruments will continue to be in full force in accordance with the existing terms.
All bills are held in the form of ledger records through Euroclear Bank SA / NV and Clearstream Banking S. It is agreed that valid electronic consent instructions can only be submitted through the relevant clearing systems in accordance with their procedures. The minimum principal amount for euro bills is 100,000 euros, and it must be an integer multiple of 1,000 euros thereafter; the minimum principal amount for pound sterling bills is 100,000 pounds sterling, and it must also be an integer multiple of 1,000 pounds thereafter.
The submitted consents will be frozen in the relevant settlement systems until the earliest of the following times: (i) the later of the consent date and the maturity date; ( ii ) the relevant consent is effectively withdrawn; or ( iii ) the consent solicitation is terminated or expires without receiving the required consents. Holders should note that the deadlines set by the settlement systems and any intermediary institutions may be earlier than those listed in the consent solicitation document. Consents submitted by persons subject to sanctions (defined in the consent solicitation document) or on their behalf will not be accepted.
The complete terms and conditions of this consent solicitation are contained in the Consent Solicitation Statement, copies of which may be obtained from the Information and Statistics Agency. As stated in the Consent Solicitation Statement, the joint issuers reserve the right, with the prior consent of the buyers, to modify, terminate, or extend this consent solicitation at any time for any reason, at their own discretion, regardless of whether the required consents have been received or not.
Morgan Stanley and Co, LLC and CIBC World Markets Corp act as the solicitation agents for this consent collection. D.F and King Ltd act as the information and statistics agents.
For questions regarding the consent solicitation terms, as well as to request additional copies of the consent solicitation document, please contact the Information and Statistics Agent D.F. Address: 51 Lime Street, London EC3M 7DQ, Telephone: +44 20 7920 9700, Email: [email protected]. Contact information for the solicitation agent is as follows: Morgan Stanley & Co, 1585 Broadway, 6th Floor, New York, New York 10036, Recipient: Liability Management Group, Collect: (212) 761-1057, Toll-free: (800) 624-1808, Email: [email protected]; and also CIBC World Markets Corp, 300 Madison Avenue, 8th Floor, New York, New York 10017, Recipient: Execution Management Group, Toll-free: (800) 282-0822, Email: [email protected]. The results of the consent solicitation will be published at https:// clients.dfkingltd.com / boots.
This press release is for informational purposes only and does not constitute an offer to sell, an offer to purchase, or an invitation to purchase or sell any securities. This consent solicitation is conducted in accordance with the terms of the consent solicitation document. No advice is given as to whether holders should grant their consent to the proposed acquisition. Each holder must decide for themselves whether to submit their consent. This consent solicitation is not directed at any holders of instruments who are within a jurisdiction where such solicitation would be illegal according to the laws of that jurisdiction, and the joint issuers are aware of such holders.
The consent solicitation statement and any related documents have not been filed, approved, or reviewed by any federal, state, or foreign securities commission or other regulatory authority in any jurisdiction. No institution has made a determination regarding the accuracy or sufficiency of the consent solicitation statement or related documents. To claim otherwise is illegal and may constitute a criminal offense.
About the Co-issuers
Boots is a leading health and beauty retailer in the UK and Ireland, with a strong pharmacy business, while maintaining independent ownership of its other global operations.
Important Information
No part of this press release constitutes an offer to sell, purchase, or solicitation to buy in the United States or any other jurisdiction, nor does it constitute an offer to acquire or exchange any securities, including bills. The actions related to the distribution of the Consent Solicitation Statement and any other relevant documents or materials are not undertaken by an authorized person in accordance with Section 21 of the revised Financial Services and Markets Act 2000 (“FSMA”); such documents and/or materials have not been approved by such authorized person. Therefore, the Consent Solicitation Statement shall not be distributed to the public in the United Kingdom, nor shall it be transmitted to the public in the United Kingdom. The Consent Solicitation Statement, when transmitted as financial promotion material, is intended for the following persons only: (a) investment professionals within the United Kingdom as defined under Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or other persons within the scope of Section 43 of that order, or other persons who are legally entitled to receive such material; or (b) persons outside the United Kingdom (collectively referred to as “relevant persons”). The Consent Solicitation Statement is provided only to relevant persons, and the transactions described therein may only be offered to or conducted with relevant persons; no non-relevant person may rely on it or act upon it.
Forward-looking Statements
This press release may contain forward-looking statements as defined by the U.S. Federal Securities Laws. Except for historical facts, all statements contained herein are forward-looking statements, including those regarding consent to solicitations, proposed acquisition amendments, consent fees, and the expected completion time of the acquisition. Terms such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “future”, “help”, “intend”, “may”, “plan”, “shall”, “should”, “target”, “will”, and their negative forms, as well as similar expressions, are based on current expectations and assumptions and are subject to various risks, uncertainties, and contingencies. Many of these factors are beyond the control of the joint issuers and are difficult to predict or quantify, and may result in significant differences between actual results and expectations. Factors that could lead to different actual results include, but are not limited to: whether the parties can complete the acquisition according to the expected terms and schedule, or whether they may not be able to complete it at all; whether required regulatory approvals are obtained and whether other conditions for the completion of the acquisition are met; whether any events, changes, or other circumstances occur that could lead to the termination of the share purchase agreement; whether the required consents are received and whether other conditions for the consent solicitation are satisfied; and other factors mentioned in the “Considerations for Solicitation” section of the consent solicitation document. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ significantly from those predicted in the joint issuers’ forward-looking statements, as well as past results, performance, or achievements.
The co-issuers have no intention of updating or revising any forward-looking statements due to new information, future events, or other reasons. All written or oral forward-looking statements contained in this document, as well as those made thereafter by the co-issuers or persons acting on their behalf, are subject to the limitations set forth in the cautionary statements throughout this press release. In light of these risks, uncertainties, and assumptions, excessive reliance should not be placed on these forward-looking statements. Given that actual results may differ significantly from future intentions, plans, expectations, assumptions, and beliefs, readers are advised not to rely on the forward-looking statements contained in this press release and to view all such forward-looking statements with caution.
