Boots Group Announces Consent Solicitation Results for Senior Secured Notes

✦ Meridian Analysis

Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. have confirmed that the consent solicitation for their €650 million 5.375 % senior secured notes and £375 million 7.375 % senior secured notes due 2032 has expired, with consents received from holders representing a majority of the aggregate principal. The co‑issuers, acting as the debt owners, sought approval to amend the August 2025 indenture so that the “Proposed Acquisition Amendments” can be triggered when the pending acquisition of Boots is completed. Oak UKBidco Limited – the buyer, controlled by funds managed by Wittington Investments – is the acquisition counterpart, while U.S. Bank Trust Company serves as trustee. The mechanics are typical of a consent solicitation: holders deliver consent, the supplemental indenture is executed, and a cash consent fee of €2.50 (or £2.50) per €1,000/£1,000 of principal is payable to consenting holders. The amendment will only become operative immediately before the deal’s completion, currently targeted for the first half of 2027. The parallel Sycamore Partners exit of Boots to Wittington Investments, valued at €7.8 billion. Deal professionals will now monitor the final acquisition closing date, the exact purchase price, and any regulatory clearances required for the transaction. Neither the financing package for the acquisition nor the advisers to the co‑issuers and the buyer were disclosed, and the timing of the consent‑fee payment remains tied to the “Effective Time” after the acquisition is completed.

The Meridian Weekly