Boots Group Launches Consent Solicitation for €650 Million and £375 Million Notes

Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. began a consent solicitation on October 19, 2026, asking holders of €650 million of 5.375% senior secured notes due 2032 and £375 million of 7.375% senior secured notes due 2032 to approve amendments tied to an acquisition by Wittington Investments and Fairfax Financial Holdings. The co-issuers announced the solicitation, PR Newswire reported.

Boots Group's Consent Solicitation and the Wittington-Fairfax Deal

The co-issuers are seeking consents to amend the defined terms "Sponsor" and "Investors" in the indenture dated August 1, 2025, so they refer to Wittington, Fairfax and their related persons, and to make related technical changes. The amendments follow an October 7, 2026 share purchase agreement under which Oak UK Bidco Limited, owned by funds managed, formed, controlled or advised by Wittington together with funds managed, formed, controlled or advised by Fairfax, will acquire all issued and outstanding ordinary shares of Blazing Star Boots Superco (Jersey) Limited from The Boots Group Limited.

The consent solicitation expires at 4:00 p.m. London time on October 23, 2026, unless extended or terminated. Holders who validly deliver and do not revoke consents receive €2.50 per €1,000 principal amount of the EUR notes and £2.50 per £1,000 principal amount of the GBP notes. Payment is conditioned on receipt of the requisite consents and the closing of the acquisition, which is expected in the first half of 2027.

Fairfax Financial Holdings' board authorized a buyback plan on September 28, 2026, MarketScreener reported. The company's shares have risen about 409% over five years and trade at a price-to-earnings ratio of 7.3x, below the insurance industry average of 11.2x, Yahoo reported on October 15, 2026.

The Boots Group's Scale and Ownership

The Boots Group is a privately-held, pharmacy-led health and beauty retailer operating 3,776 stores across 11 countries under the Boots, Farmacias Benavides and Boots Opticians brands, plus German pharmaceutical wholesale and the No7 Beauty Company portfolio, according to akta.pro company records. The company was formed in August 2025 when Sycamore Partners, in partnership with Stefano Pessina and his family, completed the acquisition of Walgreens Boots Alliance, separating the Boots, Farmacias Benavides, Boots Opticians, No7 Beauty Company and German wholesale businesses into the standalone private entity. CEO Ornella Barra announced her retirement from the CEO role and transition to Chairperson of The Boots Group, effective January 26, 2026, the same records show.

What Happens After the Consent Deadline

The consent solicitation expires on October 23, 2026. The acquisition is expected to be consummated in the first half of 2027, and the consent fee will be paid on the date the effective time occurs or promptly thereafter.