KKR Global Infrastructure Investors IV fund managed by KKR & Co. Inc. (NYSE:KKR) have entered into an agreement to acquire ContourGlobal plc (LSE:GLO) from ContourGlobal LP, FIL Limited and others for £1.7 billion on May 17, 2022. Under the terms of the scheme of arrangement, each ContourGlobal Shareholder shall be entitled to receive £2.636 in cash. The acquisition values the entire issued and to be issued ordinary share capital of ContourGlobal at approximately £1.75 billion and an enterprise value of approximately £5.01 billion. ContourGlobal Shareholders will be entitled to receive and retain the Q1 2022 Dividend of £0.04 per share. ContourGlobal Share as announced by ContourGlobal on May 13, 2022, which is due to be paid on June 10,2022 to those ContourGlobal Shareholders who appear on the register of members of the Company on May 27, 2022, and the acquisition price will thereafter be reduced by £0.04 per ContourGlobal Share. KKR will provide the cash consideration payable under the acquisition through a combination of equity and debt financing. The financing will comprise equity to be drawn from funds advised by KKR; and a term loan to be provided through an interim facilities agreement between KKR and certain interim lenders. BNP Paribas will provide an interim term facility of £445 million for financing of acquisition. As of June 13, 2022, at the Court Meeting and General Meeting, the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the requisite majority of ContourGlobal Shareholders voted to pass the Special Resolutions to implement the Scheme, including the amendment of ContourGlobal's articles of association, at the General Meeting.

As on July 14, 2022, KKR filed for approval in the European Commission. The EU merger regulator has set August 22, 2022 as a provisional deadline for a ruling on the deal. The acquisition will be put to ContourGlobal shareholders at the Court Meeting and at the ContourGlobal General Meeting. The Court Meeting and the ContourGlobal General Meeting are required to enable ContourGlobal Shareholders to consider and, if thought fit, vote in favour of the Scheme and the resolutions to approve and implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of the ContourGlobal Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75% in value of the ContourGlobal Shares voted. The scheme is also subject to certain anti-trust, regulatory and third party approvals. ContourGlobal Directors intend to recommend unanimously that ContourGlobal Shareholders vote in favour of the Scheme. KKR has received an irrevocable undertaking from Reservoir Capital to vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the ContourGlobal General Meeting in respect of 468,189,424 ContourGlobal Shares, representing approximately 71.36% of ContourGlobal's issued ordinary share capital on the Latest Practicable Date. It is expected that the scheme will become effective in Q4 2022. Prior to the scheme becoming Effective, ContourGlobal will make an application for the cancellation of the listing of ContourGlobal on the Official List and for the cancellation of trading of the ContourGlobal Shares on the London Stock Exchange's Main Market for listed securities. As of August 10, 2022, The European Commission (EC) has cleared the transaction. As of July 6, 2022, the long stop date of the transaction is February 17, 2023. The transaction is expected to complete in Q4 2022.

Gonzalo García, Nimesh Khiroya, Brian O'Keeffe and Marco Messeri of Goldman Sachs International and Julian Oakley and Mark Connell of Evercore acted as financial Advisor and fairness Opinion Advisor to ContourGlobal. Amanda Schreiber and Paola Agrati of Slaughter and May are acting as legal advisors to ContourGlobal in connection with the acquisition. Clare Gaskell, Jiaying Zhang, Brian Chisling, Sinead O'Shea, Nick Shaw, Carol Daniel and Étienne Renaudeau of Simpson Thacher & Bartlett LLP are acting as legal advisors to KKR. Dwayne Lysaght, Matteo Malesani and Jonty Edwards of J.P. Morgan Cazenove acted as sole financial advisor to KKR.

KKR Global Infrastructure Investors IV fund managed by KKR & Co. Inc. (NYSE:KKR) completed the acquisition of ContourGlobal plc (LSE:GLO) from ContourGlobal LP, FIL Limited and others on December 20, 2022.