Triton Fund V L.P., managed by Triton and Luxinva S.A. entered into a binding agreement to acquire Ifco SYSTEMS N.V. from Brambles Limited (ASX:BXB) for $2.5 billion on February 25, 2019. The transaction will be financed from €1.09 billion ($1.22 billion) seven year term loan B, €150 million ($167.89 million) RCF, $250 million capex facility, proceeds of $160 million newly placed term loan B and a new $204 million-equivalent privately placed, second lien term loan. Brambles expects to receive approximately $2.36 billion of net cash proceeds from the transaction, after taxes, transaction costs, and balance sheet items, subject to customary closing adjustments. Brambles intends to return up to $1.95 billion of proceeds from the transaction to shareholders, through a combination of a pro-rata return of cash of approximately $300 million and an on-market share buy-back of up to $1.65 billion. The balance of the proceeds will be used to repay debt to maintain leverage in line with the Board approved credit policy. For year 2018, IFCO generated revenues of $1,098 million and EBITDA of $248 million. The transaction is subject to customary regulatory approvals and the approval of the European Commission. As of May 8, 2019, the transaction is approved by European Commission. The transaction is expected to be completed during the second quarter of year 2019. The transaction will result in up to $1.95 billion of the proceeds being returned to Brambles’ shareholders. Goldman Sachs acted as financial advisor to Brambles. Bank of America Merrill Lynch acted as financial advisor to Triton and ADIA, parent of Luxinva S.A. UBS AG acted as financial advisor for Brambles’ Chairman Stephen Johns and Chief Executive Officer Graham Chipchase. Allens Arthur Robinson acted as legal advisor for Brambles, parent of Ifco SYSTEMS N.V. Hans Witteveen, Sebastiaan Witkam, IJsbrand van Straten and Lotte Boon of Stibbe acted as legal advisors for Triton and Adia. Oliver Felsenstein, Leif U. Schrader, Alexandra Hageluken, Georg Weidenbach, Max Hauser, Christoph Vaske, Katarina Curic, Christina Queisser, Maximilian Platzer, Anne Haas, Stefan Suss, Christine Watzinger, Linzi Thomas, Sean Finn, Jessica Corr, Alice Drayton, Zoe Liu, Joseph Kimberling, Tamryn Jensen, Adam Kestenbaum, Jocelyn Noll, and Hannah Cary of Latham & Watkins acted as legal advisors to TRITON and Abu Dhabi Investment Authority, parent of Luxinva. Christian Ritschka of Dorda acted as legal advisor to Latham & Watkins. James Inglis, David Avery-Gee, Eriko Sakata, Mike Bienenfeld, Ian Callaghan and Hiroya Yamazaki of Linklaters LLP and Vijay Cugati, Kate Towey, Dannie Hanna, Addison Ma, Lauren Chamberlain, Lisa Gao, Elise Blume, Georgie Leahy, Jo Folan, Carolyn Oddie and Felicity McMahon of Allens acted as legal advisors to Brambles, parent of Ifco SYSTEMS N.V. Suhrud Mehta, Thomas Ingenhoven, Randy Nahlé, Thomas Kleinheisterkamp and Matthew Mortimer of Milbank LLP advised on the financing and also acted as advisor for Abu Dhabi Investment Authority, parent of Luxinva. Triton Fund V L.P., managed by Triton and Luxinva S.A. completed the acquisition of Ifco SYSTEMS N.V. from Brambles Limited (ASX:BXB) on May 31, 2019. Wolfgang Orgeldinger remains Chief Executive Officer of IFCO. The deal closed following the necessary regulatory approvals.