Boots’ note issuers are seeking bondholder approval for indenture changes tied to a sale Fairfax values at $8.9 billion, while saying the acquisition does not depend on approval.
On Monday, Oct. 19, Boots Group Finco L.P. opened the consent solicitation alongside The Boots Group Luxco S.à r.l. It covers €650 million of 5.375% senior secured notes and £375 million of 7.375% senior secured notes, both due in 2032. Proposed revisions would change the indenture’s definitions of “Sponsor” and “Investors” to reflect Wittington Investments, Limited, Fairfax Financial Holdings Limited and their respective “related persons.”
Fairfax said Oct. 7 that the purchase price is approximately $8.9 billion, including assumed debt. The planned transaction covers Boots’ retail operations in the U.K. and Ireland, Boots Opticians, No7 Beauty Company, and its Thailand and franchised businesses. Fairfax expects to hold a 50% equity stake after closing, with Wittington directing operations.
The issuers say the acquisition qualifies as a “Specified Change of Control Event” under the existing indenture, so they would not have to offer to repurchase the notes even if holders reject the amendments. They also say the transaction can close without the changes.
Holders must submit valid, unrevoked consents by 11 a.m. ET (3 p.m. UTC) Friday, Oct. 23. The issuers may extend the deadline or terminate the solicitation early with the buyer’s prior consent. Eligible holders may receive €2.50 for each €1,000 of euro-note principal or £2.50 for each £1,000 of sterling-note principal, subject to the solicitation’s terms. Payment also depends on obtaining the required approval and the acquisition closing; the issuers say they would pay or arrange any fee owed.
The two note series count as one class, and approval requires at least a majority of their combined principal, converted into U.S. dollars for the calculation. A supplemental indenture would bind all holders once signed, but the amendments would take effect only immediately before closing. They would stop applying if the acquisition did not close or required fees were not paid.
Fairfax said it expected the sale to close in the first quarter of 2027. The issuers’ Oct. 19 notice gives a first-half 2027 estimate.
