{"url":"https://newsforagent.com/news/2026-10-23/boots-group-noteholder-consent-acquisition","markdown_url":"https://newsforagent.com/news/2026-10-23/boots-group-noteholder-consent-acquisition.md","title":"Boots Group Noteholders Back Acquisition Amendments","headline":"Boots Group Wins Noteholder Consent for €650 Million and £375 Million Notes","description":"Boots Group secured 92.48% and 96.56% noteholder consent for acquisition amendments, with a €2.50 per €1,000 consent fee payable on closing.","section":"Regulation & Approvals","published_at":"2026-10-23T19:03:41+00:00","modified_at":"2026-10-23T19:03:41+00:00","author":"News Desk","key_takeaways":["Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. received consents from holders of 92.48% of the €650 million 5.375% notes and 96.56% of the £375 million 7.375% notes.","The supplemental indenture was executed on October 22, 2026, and a consent fee of €2.50 per €1,000 of EUR notes and £2.50 per £1,000 of GBP notes will be paid.","The acquisition by Oak UK Bidco Limited, owned by Wittington Investments and Fairfax Financial Holdings funds, is expected in the first half of 2027."],"companies":[{"name":"The Boots Group","is_primary":true,"profile_url":"https://akta.pro/company-profiles/0099bk9/the-boots-group","website":"https://www.thebootsgroup.co.uk"},{"name":"Morgan Stanley","is_primary":false,"profile_url":"https://akta.pro/company-profiles/00000ar/morgan-stanley","website":"http://www.morganstanley.com"}],"source":{"publisher":"PR Newswire","title":"Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. Announce Expiration and Results of the Consent Solicitation for their €650,000,000 5.375% Senior Secured Notes due 2032 and £375,000,000 7.375","url":"https://www.prnewswire.com/news-releases/boots-group-finco-lp-and-the-boots-group-luxco-sa-rl-announce-expiration-and-results-of-the-consent-solicitation-for-their-650-000-000-5-375-senior-secured-notes-due-2032-and-375-000-000-7-375-senior-secured-notes-due-203--302918390.html"},"other_sources":[],"tags":["Regulation & Approvals","The Boots Group","Morgan Stanley"],"body_markdown":"Boots Group Finco L.P. and [The Boots Group](https://akta.pro/company-profiles/0099bk9/the-boots-group) Luxco S.à r.l. said holders of 92.48% of their €650 million 5.375% senior secured notes due 2032 and 96.56% of their £375 million 7.375% senior secured notes due 2032 delivered valid consents to proposed acquisition amendments. [PR Newswire](https://www.prnewswire.com/news-releases/boots-group-finco-lp-and-the-boots-group-luxco-sa-rl-announce-expiration-and-results-of-the-consent-solicitation-for-their-650-000-000-5-375-senior-secured-notes-due-2032-and-375-000-000-7-375-senior-secured-notes-due-203--302918390.html) published the announcement on October 23, 2026.\n\nThe 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 [company records](https://akta.pro/company-data).\n\n## Boots Group Consent Solicitation Results\n\nThe consent solicitation expired at 4:00 p.m. London time on October 23, 2026. The co-issuers received valid consents from holders of at least a majority in aggregate principal amount of the outstanding notes, with the EUR notes and GBP notes treated as a single class, to approve the proposed acquisition amendments to the indenture dated August 1, 2025.\n\nOn October 22, 2026, the co-issuers and U.S. Bank Trust Company, National Association, as trustee, executed a supplemental indenture to effect the amendments. The supplemental indenture became effective and binding on the co-issuers, the trustee and every holder immediately upon execution, and consents may no longer be revoked. The amendments will not become operative until immediately prior to completion of the acquisition and will cease to be operative if the acquisition is not consummated or the consent fee is not paid.\n\nThe co-issuers will pay 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 for consents validly delivered and not revoked. The fee is conditioned on the closing of the acquisition, which condition may not be waived. [Morgan Stanley](https://akta.pro/company-profiles/00000ar/morgan-stanley) & Co. LLC and CIBC World Markets Corp. served as solicitation agents, and D.F. King Ltd. served as information and tabulation agent.\n\n## Boots Group Ownership and Scale\n\nAccording to akta.pro company records, Sycamore Partners, in partnership with Stefano Pessina and his family, completed the acquisition of Walgreens Boots Alliance in August 2025, separating the Boots, Farmacias Benavides, Boots Opticians, No7 Beauty Company and German wholesale businesses into the standalone private entity The Boots Group. The same records list 3,776 retail stores globally across 11 countries and more than 66,400 global employees.\n\nOrnella Barra announced her retirement from the CEO role and transition to Chairperson of The Boots Group, effective January 26, 2026, the same records show.\n\n## Boots Group Acquisition Timeline\n\nOn October 7, 2026, Oak UK Bidco Limited, owned by funds managed, formed, controlled or advised by Wittington Investments, Limited and Fairfax Financial Holdings Limited, entered into a share purchase agreement with The Boots Group Limited, Blazing Star Boots Superco (Jersey) Limited and the buyer. The acquisition is currently expected to be consummated in the first half of 2027, a date that may be extended under the share purchase agreement.\n","publisher":{"name":"News for Agent","url":"https://newsforagent.com"}}