An affiliate of American Industrial Partners Capital Fund VIII, L.P. managed by AIP, LLC (AcquireCo) entered into a binding arrangement agreement to acquire Boart Longyear Group Ltd. (ASX:BLY) (Company) from Centerbridge Partners, L.P., Corre Partners Management, LLC, First Pacific Advisors, LP, Nut Tree Capital Management, LP, Ascribe II Investments LLC and others on December 27, 2023. Ascribe II Investments LLC and related entities (who currently hold beneficial interests in 14.83% of the Company?s common shares) (Ascribe) and entities managed by Centerbridge Partners, L.P. (which currently hold beneficial interests in 45.45% of the Company?s common shares) (Centerbridge) will receive $1.2351 in cash per Company common share. First Pacific Advisors, L.P. and related entities (who currently hold beneficial interests in 15.58% of the Company?s common shares) (First Pacific), Corre Partners Management, LLC and related entities (who currently hold beneficial interests in 14.26% of the Company?s common shares) (Corre) and Nut Tree Capital Management, LP and related entities (who currently hold beneficial interests in 8.74% of the Company?s common shares) (Nut Tree) will exchange the majority of each of their respective Company common shares for shares in AcquireCo (or a holding entity of AcquireCo) so that they will hold in aggregate an interest in approximately 33% of AcquireCo?s shares immediately post completion of the Transaction, and will receive $1.9554 in cash per Company common share for the remainder of their Company common shares; and all other Company shareholders will receive $1.9554 in cash per Company common share. In case of termination, Company may be required to pay AcquireCo a termination fee of $10 million and AcquireCo may be required to pay the Company a reverse termination fee of $22.26 million.

The Transaction will be implemented by way of a court approved plan of arrangement under the Business Corporations Act (Ontario). The plan of arrangement will require the approval of (i) at least 66 2/3% of the votes cast by the Company's shareholders at the special meeting of the Company. In addition to shareholder approval, the Transaction is subject to certain other customary closing conditions, including, approval of the Ontario Superior Court of Justice; receipt of certain regulatory approvals and clearances required for the Transaction including Competition Act (Canada) clearance and expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Boart Longyear?s Board of Directors unanimously recommends that the Company's shareholders vote in favour of the Transaction. Each of the Company?s five largest shareholders, Centerbridge, Ascribe, First Pacific, Corre and Nut Tree (Major Shareholders), who in aggregate hold beneficial interests in 98.86% of the Company?s common shares, have entered into irrevocable voting and support agreements with AcquireCo pursuant to which they have agreed to vote all of their respective Company shares in favour of the Transaction and against any alternative transaction. The Transaction is currently expected to be completed in the first quarter of 2024.

Boart Longyear has appointed Goldman Sachs as exclusive financial advisor, Osler as Canadian legal advisor and Ashurst Australia as Australian legal advisor. AIP has appointed Jefferies as financial advisor, Stikeman Elliott LLP as Canadian legal advisor, Ropes & Gray as U.S. legal advisor and Gilbert + Tobin as Australian legal advisor.