ContourGlobal plc (LSE:GLO) entered into an agreement to acquire WGP Holdings II, LLC from Western Generation Partners LLC for approximately $840 million on December 7, 2020. The consideration is subject to certain customary post-closing adjustments in respect of cash, debt and working capital. The consideration for the acquired assets is $837 million on a debt free, cash free basis. ContourGlobal will assume approximately $210 million of existing project net debt with the acquired assets. The remaining $627 million of consideration is expected to be financed through existing cash on hand and an acquisition financing facility of up to $460 million, which will be refinanced by parent company and/or project level debt. Southwestern Public Service Company has the benefit of a right of first refusal and a purchase option in respect of the Borger Project and, in certain circumstances where such rights are exercised or not waived, the Borger Project may be removed from the target group prior to closing and closing could therefore occur without ContourGlobal acquiring the Borger Project. In such a scenario, the base purchase price and the target level of working capital shall be reduced by approximately $150 million and $500,000 respectively pursuant to the acquisition agreement. As of December 8, 2020, ContourGlobal announced a series of fixed income investor calls and its intention to offer, subject to market conditions, senior secured notes due 2025 or senior secured notes due 2027 amount to €710 million ($861.5 million) in a private offering to eligible purchasers. On December 10, 2020, certain members of the ContourGlobal Group entered into a bridge facility agreement with Goldman Sachs Bank USA as mandated lead arranger for a senior secured $175 million bridge term loan facility. ContourGlobal intends to use a portion of the net proceeds to pay for a portion of the acquisition consideration. Upon termination of the acquisition agreement, in certain circumstances, ContourGlobal will be required to pay Western Generation Partners a break fee of $17.8 million. For the 12 months ended December 31, 2019, WGP Holdings II reported revenues of $189.3 million, income from operations of $13.1 million, net loss of $28.1 million, adjusted EBITDA of approximately $90 million, total asset of $692.5 million and total equity of $157.7 million. The transaction is subject to the approval of ContourGlobal's shareholders, the receipt of certain antitrust and regulatory approvals, governmental authorities and third-party approvals. The Board of ContourGlobal believes that the acquisition and the resolution are in the best interests of ContourGlobal and Shareholders as a whole. Had the acquisition and the terms of the resolution not already been approved by shareholders for the purposes of obtaining the dispensation from the requirement to hold a general meeting under the FCA’s Statement of Policy, the Board would have unanimously recommended that Shareholders should vote in favor of the resolution at a general meeting of ContourGlobal. Shareholders representing, in aggregate, 71.15% of the total voting rights in ContourGlobal have supported the proposal. As of January 15, 2021, FTC has granted early termination of antitrust approval waiting period for the transaction. As on January 19, 2021, Financial Conduct Authority approved the transaction. The proposed acquisition is expected to complete in the first quarter of 2021. The transaction is expected to contribute approximately $92 million to adjusted EBITDA in the first year following the completion, including $5 million of non-recurring integration costs and expected cash distributions to the company in the first year of approximately $40 million. It is also expected to be EPS dilutive next year, given the depreciation charge and the integration costs but is expected to be slightly EPS accretive for a couple of years following this. Cantor Fitzgerald is serving as financial advisor to ContourGlobal and Amanda Schreiber, Lauren Anderson, Farrell Malone, Peter Todaro and Christopher Cros of Latham & Watkins LLP and Christian Boney and Gareth Miles of Slaughter and May acted a legal advisors, Equiniti Limited acted as registrar and PricewaterhouseCoopers LLP and BDO LLP acted as accountants to ContourGlobal. Brian Chappell of Hogan Lovells US LLP acted as legal counsel to Harbert Power Fund V, LLC managed by Harbert Power, LLC which has a unknown stake in Western Generation Partners, LLC.