T. Rowe Price Group, Inc. (NasdaqGS:TROW) entered into a definitive agreement to acquire Oak Hill Advisors L.P. (“OHA”) from Wafra Inc. and others for $4.2 billion on October 28, 2021. Under the terms of the transaction, T. Rowe Price will acquire 100% of the equity of OHA and certain other entities that have common ownership for a purchase price of up to approximately $4.2 billion, with $3.3 billion payable at closing, approximately 74% in cash and 26% in T. Rowe Price common stock subject to certain adjustments, and up to an additional $900 million in cash upon the achievement of certain business milestones beginning in 2025. The Earnout Payment will be subject to a proportional reduction if actual revenue of the OHA business as of the end of the Earnout Period does not meet the Earnout Target. The purchase price includes the retirement of OHA debt outstanding at closing. OHA will become T. Rowe Price's private markets platform and OHA will operate as a standalone business within T. Rowe Price. Rob Sharps will retain his role as president, will also be appointed to the Board of Directors, effective on the earlier of January 1, 2022, or the first business day following the closing date of the firm's pending acquisition of Oak Hill Advisors. Stromberg is retiring as CEO on December 31, 2021, although he will continue to serve on the Board as nonexecutive chair.

Glenn August, founder and Chief Executive Officer of OHA will continue in his current role and is expected to join T. Rowe Price's Board of Directors and Management Committee following closing. All members of OHA's partner management team will sign long-term agreements and continue to lead the business in their current roles. Pursuant to the Purchase Agreement, T. Rowe Price's Board of Directors intends to elect August as a Director of T. Rowe Price, effective at the closing. August's election to T. Rowe Price's Board of Directors is subject to final approval by T. Rowe Price's Board of Directors. All OHA employees will continue in their roles. The transaction is subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approvals and client consents. The completion of the Acquisition is subject to customary closing conditions for transactions of this type, including, among others, (i) the expiration or earlier termination of the applicable waiting period under the HSR Act, (ii) obtaining consents (up to a certain percentage threshold as determined by the aggregate dollar amount of assets under management) of certain investment funds or other vehicles of OHA to the “assignment” (as defined in the Investment Advisers Act of 1940) or continuation of their client contracts, and (iii) Glenn August's and William Bohnsack's employment agreements being in full force and effect, and August and Bohnsack continuing to devote substantially all of their business time to the affairs of the OHA business (subject to such permitted activities as set forth in August's and Bohnsack's employment agreements) and both of them not having become deceased or disabled. The transaction has been unanimously approved by the T. Rowe Price Board of Directors and the partners of OHA. The transaction is expected to close late in the fourth quarter of 2021. The transaction is expected to be accretive to T. Rowe Price diluted earnings per share by a low-to-mid single digit percentage in 2022. Evercore and Edelman served as financial advisor and Jonathan Angell, Michael S. Darby, Kenneth E. Young, Anna Tomczyk, Richard Horowitz, Mark D. Perlow, Richard Frase, Michael L. Sherman, K. Susan Grafton, Michael P. Wong, Simon Wright, Howard M. Klein, Steven W. Rabitz, Kevin Kay, Lindsay Trapp, James A. Fishkin, Clemens Graf York von Wartenburg, Michael I. Okkonen, Beverly J. Ang, Thomas A. Rayski, Joshua Milgrim, Elizabeth Ann Guidi, James Figorski, Jeffrey W. Rubin, Francois Quintard-Morenas, Evan Heller and Aaron Kamsler of Dechert LLP served as legal counsel to T. Rowe Price. J.P. Morgan Securities LLC and M. Klein & Company served as financial advisors and Ariel Deckelbaum, Marco Masotti, Kenneth Schneider, Conrad van Loggerenberg, Manuel Frey, Raphael Russo, John Kennedy, Erika Detjen, Jyoti Sharma, Maury Slevin, Caitlin Kelly, Hilary Christian, Philip Heimowitz, Corinne Musa, Andrew Gaines, Reuven Falik, Jacob Glazeski, Bruce Goldberger, David Mayo, Claudine Meredith-Goujon, Peter Fisch, Andrew Ehrlich, Steven Herzog, Yuni Sobel, Marta Kelly and Alex Segal of Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to OHA. The Dechert team that advised T. Rowe Price includes Ken Young, Michael Darby and Jonathan Angell, Ryan Abercrombie and Evan Heller; Richard Horowitz, Mark Perlow, Richard Frase, Michael Sherman, Susan Grafton and Michael Wong, Simon Wright, Kevin Kay, Steven Rabitz and Howard Klein, Clemens York and James Fishkin, counsels Beverly Ang and Michael Okkonen, Joshua Milgrim, Thomas Rayski, Aaron Kamsler and James Figorski; Jeffrey Rubin, and Francois Quintard-Morenas. Andrew Colosimo, Erica Jaffe, Kenneth Rosenfeld and Patrick Greeley of Fried Frank acted as legal advisors to Wafra.

T. Rowe Price Group, Inc. (NasdaqGS:TROW) completed the acquisition of Oak Hill Advisors L.P. (“OHA”) from Wafra Inc. and others on December 29, 2021.