Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. (collectively, the "Co-Issuers") today announced that the previously disclosed consent solicitation has expired and the results have been published. The consent solicitation was directed to holders of their outstanding €650 million, 5.375% senior secured notes due 2032 (the "Euro Notes") and £375 million, 7.375% senior secured notes due 2032 (the "Sterling Notes," together with the Euro Notes, the "Notes").
The consent solicitation expires on October 23, 2026, at 4:00 PM London time. The table below sets forth the aggregate principal amount of the notes outstanding, as well as the aggregate principal amount of notes corresponding to consents that were validly submitted and not validly revoked prior to or on the expiration date.
Based on information provided by D.F. King Ltd. as of the expiration date, when determining whether the required consents have been received under the terms of the indenture: (i) the Euro Notes and the Sterling Notes are considered as one class; (ii) the principal amounts of the Euro Notes and the Sterling Notes are calculated in U.S. dollar equivalents using the spot exchange rate as of 11:00 a.m. New York time on October 21, 2026, the most recent business day prior to the execution of the supplemental indenture; and (iii) notes to be disregarded under the indenture are not included.
By the maturity date or earlier, the co-issuers have received valid consents, and such consents have not been effectively revoked prior to the earlier of the consent date and the maturity date, from holders representing at least a majority in aggregate principal amount of the outstanding notes (euro notes and sterling notes treated as a single class), thereby approving the proposed merger amendments to the indenture dated August 1, 2025, as amended or supplemented from time to time. The details are disclosed in the consent solicitation statement dated October 19, 2026. Capitalized terms not defined herein shall have the meanings ascribed to them in such statement.
On October 22, 2026, the Co-Issuers and the Trustee, U.S. Bank Trust Company, National Association, executed a supplemental indenture to implement the proposed merger amendments as set forth in the consent solicitation statement. The supplemental indenture became immediately effective and binding upon the Co-Issuers, the Trustee, and each holder (including those who did not submit their consent) and their respective assigns upon execution. Thereafter, consents may not be withdrawn.
The proposed amendments to the merger will only take effect immediately prior to the completion of the acquisition; if the acquisition is not completed, or if the co-issuers fail to pay or cause to be paid the consent fee to the relevant holders, these amendments shall cease to be effective, as set forth in the consent solicitation statement. The acquisition is currently expected to be completed in the first half of 2027, but this timeline may be delayed in accordance with the terms of the share purchase agreement.
Subject to the terms and conditions of the consent solicitation statement, each holder of notes who validly delivers consent prior to or on the expiration date and does not validly withdraw such consent prior to the earlier of the consent date and the expiration date shall receive, or be caused to receive, a cash consent fee: €2.50 for each €1,000 principal amount of Euro Notes, and £2.50 for each £1,000 principal amount of Sterling Notes. Such consent fee shall be paid on the effective date or as soon as practicable thereafter. The consent fee does not include accrued interest, and the right to receive the consent fee is not transferable with the notes.
Payment of the consent fee is subject to, or waiver of, the conditions listed in the consent solicitation statement, provided that prior approval from the buyer is obtained; this includes the condition of completion of the acquisition, which may not be waived.
Since both the consent deadline and the maturity date have occurred, the notes for which consent has been submitted will be unfrozen in accordance with the relevant clearing system procedures, or have already been unfrozen. If a holder validly submitted consent on or before the maturity date and did not validly withdraw such consent prior to the earlier of the consent deadline or the maturity date, they remain entitled to receive the consent fee, even if the notes are subsequently sold or transferred, provided that payment conditions are met. Such holders should maintain necessary arrangements with the relevant clearing participants and any custodians or other intermediaries to ensure receipt of the consent fee when paid.
Acquisition and Proposed Merger Amendments
On October 7, 2026, Oak UK Bidco Limited (the “Buyer”) entered into a Share Purchase Agreement with The Boots Group Limited (the “Seller”), Blazing Star Boots Superco (Jersey) Limited (the “Company”), and other parties. The Buyer is directly or indirectly owned by funds managed, established, controlled, or advised by Wittington Investments, Limited (“Wittington”) and by funds managed, established, controlled, or advised by Fairfax Financial Holdings Limited (“Fairfax”). Pursuant to the Share Purchase Agreement, the Buyer will acquire all issued and outstanding ordinary shares of the Company (the “Acquisition”), with the completion of the Acquisition occurring at the “Effective Time.”
Under the conditions set forth in the consent solicitation statement, the co-issuers seek holders’ consent to: (i) amend the definitions of “Sponsor” and “Investors” in the indenture to refer to Wittington, Fairfax, and their respective affiliates, to reflect this acquisition; and (ii) add, amend, supplement, or modify several other definitions and provisions in the indenture, along with other technical or ancillary changes to the indenture, collectively referred to as the “Proposed Merger Amendments.”
The full terms and conditions of the consent solicitation are set forth in the consent solicitation statement.
Collect agent and statistical agent information
Morgan Stanley & Co. LLC and CIBC World Markets Corp. serve as the solicitation agents for this consent solicitation. D.F. King Ltd. serves as the information and tabulation agent.
For questions regarding the terms of the consent solicitation or to request a copy of the consent solicitation statement, please contact the Information and Statistical Agent, D.F. King Ltd., at 51 Lime Street, London EC3M 7DQ, telephone: +44 20 7920 9700, email: [email protected]. The Consent Solicitation Agent may be contacted at: Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Liability Management Group, Collect: (212) 761-1057, Toll-Free: (800) 624-1808, email: [email protected]; and CIBC World Markets Corp., 300 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Execution Management Group, Toll-Free: (800) 282-0822, email: [email protected]. The results of the consent solicitation have been posted 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 buy, or a solicitation of an offer to buy or sell any securities. The solicitation of consents is made solely pursuant to the terms of the consent solicitation statement. No recommendation is made as to whether holders should consent to the proposed merger amendment. Each holder makes its own decision whether to submit a consent. The solicitation of consents is not made to holders of notes in any jurisdiction where the issuer knows that the consent solicitation would be unlawful.
The consent solicitation statement and any other documents related to the consent solicitation have not been filed with, approved by, or reviewed by any federal, state, or foreign securities commission or other regulatory authority in any jurisdiction. No authority has made any determination regarding the accuracy or adequacy of the consent solicitation statement or related documents, and any claim to the contrary is unlawful and may constitute a criminal offense.
Regarding the Co-Issuer
Boots, a leading health and beauty retailer, has a strong pharmacy presence in the UK and Ireland while maintaining independent ownership of its other global businesses.
Important Information
Nothing in this press release constitutes an offer to sell, a solicitation of an offer to buy, a solicitation of an offer to sell, or an offer to purchase any securities, including the notes, in the United States or in any other jurisdiction. The distribution of the consent solicitation statement and other documents or materials relating to the consent solicitation is not made by a person authorized under Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”), and such documents and/or materials have not been approved by any such authorized person. Accordingly, the consent solicitation statement has not been and will not be distributed to the public in the United Kingdom and must not be forwarded to the public in the United Kingdom. The consent solicitation statement, as a financial promotion, is directed solely at and may only be communicated to: (a) persons in the United Kingdom who fall within the definition of “investment professionals” in Article 19(5) or Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or other persons to whom such documents may lawfully be communicated; or (b) persons outside the United Kingdom (collectively, the “Relevant Persons”). The consent solicitation statement is provided only to Relevant Persons, the transactions described herein may only be offered to or conducted with Relevant Persons, and no person who is not a Relevant Person may rely on or act upon it.
Forward-looking statements
This press release may contain forward-looking statements within the meaning of U.S. federal securities laws. All statements contained herein, other than statements of historical fact, are forward-looking statements, including those regarding the solicitation of consents, the proposed amendment to the merger, the payment of consent fees, and the expected timing and completion of the acquisition. Words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “help,” “intend,” “may,” “plan,” “shall,” “should,” “target,” and “will,” or their negative forms and similar expressions, are based on current expectations and assumptions and are subject to risks, uncertainties, and contingencies, many of which are beyond the control of the co-issuers and difficult to predict or quantify, and may cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ include, but are not limited to: whether the parties can complete the acquisition on the expected terms and timeline or at all; whether required regulatory approvals are obtained and other conditions to closing the acquisition are satisfied; whether any events, changes, or other circumstances occur that could result in termination of the share purchase agreement; whether necessary consents have been received and other conditions to the solicitation of consents have been met; and other factors described under “Solicitation Considerations” in the consent solicitation statement. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those predicted in the co-issuers’ forward-looking statements as well as from past results, performance, or achievements.
The co-issuers have no intention to update or revise any forward-looking statements due to new information, future events, or other reasons. All written or oral forward-looking statements made in this document or subsequently by the co-issuers or on their behalf should be understood in conjunction with the cautionary statements throughout this press release. Given these risks, uncertainties, and assumptions, undue reliance should not be placed on these forward-looking statements. Actual results may differ materially from the intentions, plans, expectations, assumptions, and beliefs regarding the future; therefore, do not rely on the forward-looking statements in this press release, and exercise caution when considering all such statements.
SOURCE Boots Group Finco L.P. and The Boots Group Luxco S.à r.l.