OPTrust Private Markets Group and a fund managed by Infrastructure Capital Group entered into a scheme implementation deed to acquire Pacific Energy Limited (ASX:PEA) from Ryder Capital Limited (ASX:RYD), managed by Ryder Investment Management Pty Limited, Kenneth Hall and others for approximately AUD 460.2 million on September 9, 2019. As per terms, Pacific Energy Limited's shareholders will receive AUD 1.085 per share in cash. Under the Competing Proposal, Pacific Energy shareholders will receive AUD 1.085 per share in cash, comprising AUD 1.07 per share to be paid by the OPTrust/ICG Consortium and a final AUD 0.015 per share fully-franked dividend to be paid by Pacific Energy for those Pacific Energy Shareholders who are on the Pacific Energy share register on the final dividend record date of 19 September 2019. Also, Pacific Energy shareholders may receive a special dividend of AUD 0.065 per share. If Special dividend is received then offer per share will be reduced by that amount. Pacific Energy agrees to pay AUD 2.5 million, in case of termination of the scheme. The OPTrust/ICG Consortium has obtained a binding debt commitment letter and binding equity commitment letters that in aggregate represent sufficient funding to pay the maximum amount of cash payable to Pacific Energy shareholders. There is no expected changes to the leadership of Pacific Energy and its wholly owned subsidiaries and no impact on Pacific Energy’s operations, customers and employees. Scheme is not subject to financing or due diligence conditions. Scheme is subject to a number of customary conditions. The transaction is approved by Australia’s Foreign Investment Review Board. Heath Lewis, David Friedlander, Alex Elser, Will Stawell and Gemma McMahon of King & Wood Mallesons acted as legal advisors while Azure Capital acted as financial advisor for OPTrust/ICG Consortium. DLA Piper acted as legal advisor while Sternship Advisers and UBS acted as financial advisors for Pacific Energy in the transaction. OPTrust Private Markets Group and a fund managed by Infrastructure Capital Group cancelled the acquisition of Pacific Energy Limited (ASX:PEA) from Ryder Capital Limited (ASX:RYD), managed by Ryder Investment Management Pty Limited, Kenneth Hall and others on September 16, 2019. QIC Private Capital Pty Ltd, which already has entered into a deed with Pacific Energy Limited, considers that the transaction with OPTrust Private Markets Group and the fund was unacceptable and as per decision of Takeovers Panel of Australian Government, the termination fee shall be paid.