An affiliate of North America XIII Fund, managed by KKR & Co. Inc. (NYSE:KKR) entered into a definitive agreement to acquire Chase Corporation (NYSEAM:CCF) for approximately $1.3 billion on July 21, 2023. The consideration includes the assumption of debt. Under the terms of the agreement, KKR will acquire all outstanding shares of Chase common stock for $127.50 per share in cash, delivering substantial value to shareholders. The transaction value implies a valuation of approximately 13 times trailing-twelve-months EBITDA. Following the close of the transaction, KKR will support Chase in creating an equity ownership program to provide all employees the opportunity to participate in the benefits of ownership of the Company. Once the transaction is complete, Chase will be a privately held company wholly owned by an affiliate of KKR?s investment funds and will no longer have its common stock listed on any public market. In case of the termination of the transaction under certain circumstances, Chase Corporation will be required to pay $42 million as termination fee.

The transaction is subject to the receipt of approval from Chase Corporation?s shareholders and certain required regulatory approvals, as well as the satisfaction of other customary closing conditions. The all-cash transaction is not subject to financing conditions. The board of directors of Chase Corporation has unanimously approved the transaction. The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the merger expired on September 5, 2023. Chase Corporation shareholder approved the transaction on October 6, 2023. The transaction is expected to close in the fourth quarter of 2023. Perella Weinberg Partners LP and Daniel Brass, Lisa Ogust Cammer, Jennifer S. Conway, Kevin A. Brown, Michael Comstock, Jack Orford, Matthew J. Bacal, Corey M. Goodman and Ronan P. Harty of Davis Polk & Wardwell LLP are serving as advisors to Chase. Goldman Sachs acted as financial advisor. Jennifer S. Perkins, David M. Klein, Chelsea N. Darnell, Colin Zelicof, Eric J. Wedel, Matthew N. Leist, Mike Beinus, Adam Kool, Rohit A. Nafday, and John Kleinjan of Kirkland & Ellis LLP acted as legal advisor to KKR. Perella Weinberg Partners LP acted as financial advisor and provides opinion to Chase Corporation in the transaction. Roxanne Anderson and Ajay Singh Solanki of AZB & Partners acted as legal advisor to KKR & Co. Inc.

An affiliate of North America XIII Fund, managed by KKR & Co. Inc. (NYSE:KKR) completed the acquisition of Chase Corporation (NYSEAM:CCF) on November 15, 2023. In conjunction with the transaction close, Lance Reisman will assume the role of Chairman of the Board of Directors of Chase.