Skadden, A&O Shearman, Davis Polk lead on $8.9bn Boots acquisition

Davis Polk guides Boots in deal that will see the retailer acquired by the Canadian branch of the Weston family, with Skadden and A&O Shearman across the table
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Skadden, A&O Shearman and Davis Polk have scored lead roles on the $8.9bn sale of Britain's Boots Group to the Canadian branch of the Weston family. 

Skadden is acting as sole counsel to Wittington Investments, Limited, the Weston holding company, and the consortium made up of Wittington and Toronto-based ⁠holding company Fairfax Financial, its partner in the deal. The Skadden team included London M&A partner Lorenzo Corte, global head of the firm's transactions practices, and private equity and M&A partner Katja Butler. 

Meanwhile A&O Shearman acted as counsel to Fairfax, with a deal team led by corporate partner Sean Skiffington in the US and corporate partner Nick Withers, tax partner Tim Harrop and antitrust partner Dominic Long in London. 

A Davis Polk team led by New York corporate partners Brian Wolfe and Darren Schweiger is advising Boots, which is being sold by US private equity firm Sycamore Partners and the Pessina family. Wolfe and Schweiger also acted for Sycamore last year when it took ⁠Walgreens Boots ​Alliance, Boots' former owner, private for $10bn. The firm later spun out Boots into a private standalone company. 

Wittington ​said it would buy Boots' retail operations in the UK and Ireland, Boots ​Opticians and No7 Beauty Company as well as its Thailand and franchised businesses. Sycamore Partners, in partnership with Stefano Pessina and his family, will retain ownership of Boots' businesses in Mexico and Germany. 

"Boots ⁠is one of Britain's most enduring businesses, with a rich heritage, a trusted name ​and a vital role in everyday life across the UK and Ireland," said Galen Weston, ​Wittington's chairman, who will become chairman of Boots. "We see a meaningful opportunity to make a great business even better," he said of Boots, ​which employs more than 50,000 people and operates around 1,800 shops. 

The deal is expected to close in the first quarter of 2027.

CIBC Capital Marketsand Morgan Stanley Canada are acting as lead financial advisors, and RBC Capital Markets and Barclays are also acting as financial advisors to Wittington. CIBC and Morgan Stanley Senior Funding are acting as lead arrangers and providing the acquisition financing.

UBS Investment Bank and Rothschild & Co are acting as lead financial advisors to The Boots Group. JP Morgan, Citi, Deutsche Bank Securities and Goldman Sachs are acting as financial advisors to The Boots Group. 

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