Blackstone Infrastructure Advisors L.L.C., Blackstone Core Equity Management Associates L.L.C., Global Infrastructure Partners IV managed by Global Infrastructure Management, LLC and Cascade Investment, L.L.C. reached an agreement to acquire 81% in Signature Aviation plc (LSE:SIG) from a group of shareholders for £2.8 billion on February 5, 2021. The shares will be acquired at £4.11 per share. Signature Aviation plc also has 0.2 million preference shares, 9.2 million share awards and 2.4 million options at exercise price of £2.39. The acquisition is being made through a Bidco in which Blackstone Infrastructure and Blackstone Core Equity will own 35%, GIP will own 35% and Cascade will own 30%. The offer is not extended to 19.01% stake held by Cascade and the Bill & Melinda Gates Foundation Trust. Bidco separately signed an agreement with Bill & Melinda Gates Foundation Trust to acquire 1.8% owned by it at same price. It is anticipated that, upon the Acquisition becoming Effective, Cascade will indirectly contribute the Signature Shares owned or controlled by it to minority Bidco. It is intended that the Acquisition will be implemented by way of a scheme of arrangement. The consideration will be funded from a combination of debt and equity. As of April 6, 2021, HSBC Bank USA, National Association agreed to become a lender under the Interim Facilities Agreement described in the Scheme Document. As of April 26, 2021, Signature Aviation and Signature Aviation Pension Trustees Limited, as a sole trustee of the BBA Income and Protection Plan, of which Signature is the principal employer, have entered into a memorandum of understanding as to the appropriate future funding of the Plan from the Effective Date.

The Signature Directors intend to recommend unanimously that, shareholders vote in favour of the offer and themselves have irrevocably undertaken to vote in favour. The offer is conditional upon approval from shareholders of Signature, Court, anti-trust clearances in the European Union, the United States, China, Turkey, Trinidad and Tobago and foreign investment clearances in France and, to the extent applicable, the UK, regulatory bodies and third parties. As of May 10, 2021, antitrust authority approved the deal. Borrowco and members of the Wider Bidco Group on April 13, 2021 Borrowco and members of the Wider Bidco Group received an information memorandum relating to Signature and the Acquisition. As of March 18, 2021, transaction is approved by the shareholders of Signature Aviation. As of May 18, 2021, satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme, the remaining competition and regulatory approvals required to be obtained (in particular, from the relevant regulatory authority in China) were obtained. Accordingly, in anticipation of the satisfaction (or, where applicable, waiver) of the remaining Conditions, the Sanction Hearing, at which the Court will be asked to sanction the Scheme, has been scheduled for May 27, 2021. As on May 27, 2021, High Court of Justice of England and Wales has sanctioned the Scheme pursuant to which the acquisition is being implemented. The acquisition is currently expected to complete during the second quarter of 2021. As of May 18, 2021, the completion of the acquisition will take place on June 1, 2021. The Long stop date is November 5, 2021.

RBC Capital Markets, Barclays, HSBC, MUFG, Banco Santander, Truist and Sumitomo acted as the lead arrangers and Royal Bank of Canada as administrative agent in the financing to support the public takeover. Marcus Dougherty, Benjamin Sayagh, Rod Miller, Miko Bradford, Mark Stamp and Merih Altay of Milbank LLP advised RBC Capital Markets, Barclays, HSBC, MUFG, Banco Santander, Truist and Sumitomo as the lead arrangers and Royal Bank of Canada as administrative agent on the deal. Dominic Lee, Martin Falkner and Lewis Robinson of Gleacher Shacklock LLP, Mark Preston, Philip Creed and Sam Jackson of RBC Europe Limited and Philippe Chryssicopoulos, Ian Hart and James Donovan of UBS AG, London Branch and UBS Securities LLC acted as financial advisors for buyers. Karen Davies of Ashurst acted as a legal advisor to Gleacher Shacklock, RBC Capital Markets and UBS. Robert Constant, Richard Perelman and Celia Murray of JPMorgan Cazenove Ltd. and Paul Nicholls, Tony White and James Thomlinson of Jefferies International Limited acted as financial advisors to Signature. Kirkland & Ellis International LLP along with Matt Salerno, Mike Preston, Brian Byrne, Dan Culley, Beau Sterling and Meyer Fedida of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for buyers. Chris Boycott, Nick Rees, Nicole Kar, Jonathan Gafni, Nick Peristerakis, Alek Naidenov, Tom Waller, Claire Petheram, Sinead Casey, Jillian Naylor and Bradley Richardson of Linklaters LLP acted as legal advisor to Cascade Investment, L.L.C., Blackstone Infrastructure Advisors L.L.C., Blackstone Core Equity Management Associates L.L.C. and Global Infrastructure Management, LLC. Robert Chaplin, Andrew Jolly, Phil Linnard, Anna Lyle-Smythe, Sandeep Maudgil and Azadeh Nassiri of Slaughter and May acted as legal advisor for Signature Aviation plc. Reuven B. Young and associates Maxim Van de moortel and Despoina Arslanidi. Counsel Alon Gurfinkel and associate Omer Harel of Davis Polk & Wardwell London LLP acted as legal advisor to Signature Aviation plc.

Blackstone Infrastructure Advisors L.L.C., Blackstone Core Equity Management Associates L.L.C., Global Infrastructure Partners IV managed by Global Infrastructure Management, LLC and Cascade Investment, L.L.C. completed the acquisition of 81% in Signature Aviation plc (LSE:SIG) from a group of shareholders on June 1, 2021. Craig A. Waldman and Jeremy P. Morrison of Jones Day acted as legal advisor to Signature Aviation plc.