Apax Partners LLP entered into an agreement to acquire Kin and Carta plc (LSE:KCT) from Chris Kutsor, Kelly Manthey, David Bell, John Kerr, Nigel Pocklington, Michele Maher, and others for £203 million on October 18, 2023. The offer per share is 110 pence in cash for 184.76 million fully diluted shares of Kin and Carta plc. The cash consideration payable will be financed by an equity investment into Bidco from the Apax Funds. Bidco may raise debt financing in connection with the acquisition. The transaction is subject to Kin and Carta plc shareholders' approval, court approval, anti-trust approval including (Hart Scott Rodino Antitrust Improvements Act of 1976, Macedonian Competition Commission, CMA), regulatory approval including (competent authorities in the United States including the CFIUS, UK National Security and Investment Act 2021 (NISA)). The Acquisition is currently expected to be completed during the first calendar quarter of 2024. The long stop date of the transaction is August 19, 2024. As of November 9, 2023, Kin and Carta Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting. As of December 6, 2023, Apax Partners entered into an increased and final recommended cash offer to acquire Kin and Carta at a price of £120 pence for each Scheme Share in cash. The Increased and Final Offer values the entire issued and to be issued share capital of Kin and Carta at approximately £220.3 million on a fully diluted basis, implying an enterprise value of £258 million, equivalent to a multiple of 13.7x enterprise value to Kin and Carta's adjusted EBITDA for the twelve months ended July 31, 2023. As of December 15, 2023, The Court Meeting will now start December 21, 2023, and the General Meeting will start on December 21, 2023. The debt financing facilities comprise a senior secured term loan facility in the principal amount of up to £60,000,000, payable under or in connection with the Acquisition. As of December 19, 2023, Valtech Topco, controlled indirectly by funds advised by BC Partners made an offer to acquire Kin and Carta at a price of £130 pence for each Scheme Share in cash, which valued approximately £239 million. As of December 20, 2023, Kin and Carta Directors have withdrawn their recommendation of the Revised Apax Offer. As of December 21, 2023, Kin and Carta confirms that the Apax Offer Shareholder Meetings were duly adjourned. As on February 9, 2024, Apax announced that the Apax Increased Offer was final and would not be increased.

James Robertson, Eish Dhillon, Antonia Rowan, and Charles Pitt Ford of Merrill Lynch International and Jerome Glynn-Smith, Emmanuel Kostucki of Equiteq Partnership LLP acted as financial advisors to Apax Partners LLP. Robert Farrington, David Fudge, and Avinash Patel of Citigroup Global Markets Limited acted as financial advisor to Kin and Carta plc. Citigroup Global Markets Limited acted as fairness opinion provider to Kin and Carta plc. Robert Moore of Herbert Smith Freehills LLP acted as legal advisor to Kin and Carta plc. Stuart Boyd, Jacob Traff, Monica Gemes, Andrew McAlpine, Emma Flett, Max Harri, and Michelle Weinbaum of Kirkland & Ellis International LLP and Kirkland & Ellis LLP acted as legal advisors to Apax Partners LLP.

Apax Partners LLP cancelled the acquisition of Kin and Carta plc (LSE:KCT) from Chris Kutsor, Kelly Manthey, David Bell, John Kerr, Nigel Pocklington, Michele Maher, and others on March 11, 2024.