Boots Group Finco and Luxco Mark the End of Consent Solicitation for Notes Maturity in 2032

Boots Group Finco L.P. and Luxco's Consent Solicitation Results

On October 23, 2026, Boots Group Finco L.P. and The Boots Group Luxco S.à r.l., collectively known as the “Co-Issuers,” concluded a crucial phase regarding their financial strategies by announcing the expiration and outcome of their consent solicitation. This solicitation pertained to their notable financial instruments: the €650,000,000 5.375% Senior Secured Notes due in 2032, and £375,000,000 7.375% Senior Secured Notes also due in 2032.

This announcement, made from their London headquarters, informed stakeholders that the consent solicitation officially ended at 4:00 PM London time on the expiration date. Importantly, stakeholders were invited to validate their consents for modifications to essential terms outlined in the indenture for these notes.

The data presented revealed an impressive turnout from noteholders, with substantial valid consents delivered. For the 5.375% Senior Secured Notes, €601,096,000 worth of consents were received, representing 92.48% of the total outstanding amount. The 7.375% Senior Secured Notes saw an even higher engagement, with £362,092,000 of valid consents, equating to 96.56% of the aggregate principal amount outstanding.

The Co-Issuers required these consents to facilitate proposed amendments related to an ongoing acquisition process. In early October 2026, Oak UK Bidco Limited entered into a share purchase agreement with The Boots Group Limited, intending to acquire extensive shares of Blazing Star Boots Superco (Jersey) Limited. This acquisition, expected to be finalized in the first half of 2027, prompted the need for structural changes to the indenture governing the notes. These changes would align the defined terms, specifically “Sponsor” and “Investors,” with the new ownership structure introduced through Wittington Investments and Fairfax Financial Holdings.

A notable component of this solicitation was the provision of a cash incentive for noteholders who delivered their consent before the expiration date, termed the “Consent Fee.” Holders qualifying for this incentive would receive a cash remuneration of €2.50 for every €1,000 of the EUR Notes and £2.50 for every £1,000 of the GBP Notes. However, this payment hinges on the completion of the acquisition; should it fall through, the corresponding fee will not be disbursed.

As the consent process wrapped up, modifications were made to facilitate operational efficiencies without hindrance. It was emphasized that even after the solicitation's conclusion, those who had validly delivered consent would remain eligible to receive the Consent Fee, contingent on compliance with the previously established conditions.

This significant step towards redefining Boots' corporate structure mirrors a broader trend within the market, where strategic acquisitions and realignments are paramount in navigating a competitive landscape. The Co-Issuers’ proactive engagement and responsiveness to their financial stakeholders signify their commitment to transparency and adherence to financial obligations.

Going forward, stakeholders will be closely monitoring the impending acquisition’s status as well as the broader impacts these amendments and transactions may have on Boots Group’s operational and financial framework, potentially reshaping its market dynamics.

In conclusion, the successful completion of the consent solicitation reveals the Co-Issuers' strategic foresight in addressing future challenges and opportunities. As Boots Group continues to evolve, the implications of these decisions will be essential in understanding the company's trajectory in the health and beauty retail sector.