Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. Launch Consent Solicitation for Notes

✦ Meridian Analysis

Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. have launched a consent solicitation regarding their €650,000,000 5.375% Senior Secured Notes due 2032 and £375,000,000 7.375% Senior Secured Notes due 2032. The co-issuers are seeking approval from noteholders to amend the indenture dated August 1, 2025, specifically to update the defined terms "Sponsor" and "Investors" to reference Wittington Investments, Limited and Fairfax Financial Holdings Limited, alongside related technical and conforming amendments. This follows a share purchase agreement entered into on October 7, 2026, by Oak UK Bidco Limited—owned by funds advised by Wittington and Fairfax—to acquire The Boots Group Limited. Under the existing indenture, completion of the acquisition would constitute a specified change of control event that does not require a change of control offer. The proposed amendments require the receipt of requisite consents from holders of at least a majority in aggregate principal amount of the outstanding notes on or prior to the October 23, 2026 expiration date. Participating noteholders will receive a cash consent fee of €2.50 per €1,000 principal amount of EUR notes and £2.50 per £1,000 principal amount of GBP notes, conditional upon closing of the acquisition. The consent solicitation expires on October 23, 2026, while the acquisition itself is expected to be consummated in the first half of 2027. Further details regarding the broader financing package supporting the acquisition, legal and financial advisers, and regulatory approval timetables have not been disclosed.

The Meridian Weekly