AustralianSuper Pty. Ltd., Canada Pension Plan Investment Board and UniSuper Limited entered into an agreement to acquire 50% stake in Transurban Chesapeake assets from Transurban Group (ASX:TCL) for AUD 2.9 billion on December 16, 2020. Under the terms of transaction, cash consideration is of AUD 2.8 billion, plus a potential earn-out between FY24 and FY26 of up to AUD 93 million. The consideration will be subject to typical post-closing adjustments such as net working capital, reserve and cash balances, outstanding debt and capital expenditure at the completion of the acquisition. The earn-out mechanism will be based on a cumulative revenue target trigger and subject to the achievement of minimum EBITDA thresholds. Upon meeting those triggers, an earn-out up to the earn-out cap will be paid between FY24 and FY26. As per the transaction, AustralianSuper Pty. Ltd., Canada Pension Plan Investment Board and UniSuper Limited will acquire 25%, 15% and 10% stake respectively. Transurban will retain a 50% stake in Transurban Chesapeake business. Canada Pension Plan Investment Board will hold a 15% interest in Transurban Chesapeake assets with an initial investment of $624 million (AUD 825.05), plus a potential earn-out payment to Transurban Group over the next five years of up to $21 million (AUD 27.77). The acquisition includes Transurban’s Greater Washington Area (GWA) operational assets which include the 495 Express Lanes, 95 Express Lanes and 395 Express Lanes, as well as three projects in delivery and development (the Fredericksburg Extension, 495 Express Lanes Northern Extension and the Capital Beltway Accord) and exclusive development rights to invest alongside Transurban on projects in the Commonwealth of Virginia, State of Maryland and Washington, District of Columbia (D.C.). The transaction subject to customary closing conditions and relevant consents and approvals. The transaction is expected to close in first half of 2021. Goldman Sachs Australia Pty Ltd acted as financial advisor to Transurban Group. Joe Gilligan, Paul Manca, Brian O''Fahey, David Locascio, Cristina Arumi, Jasper Howard, Brian R. Chappell, Scott H Reisch, Dennis Tracey, Michele S. Harrington, Zenas J. Choi, George W. Ingham, Gabi Witt, Brian P. Curran, Nathan A. Cooper, Celine Crowson, Aleksandar Dukic, Bruce W. Gilchrist, Michael L. Kidney, Meg McIntyre, William L. Monts, Audrey Reed, Les Reese, Bryan R. Ricapito, Anne W. Salladin, Josh Scala, Anna Kurian Shaw, Tim P. Tobin, T. Clark Weymouth, Robert N. Hayes, Scott Hughes, Cameron Robinson, Michael J. Scheimer and Laura A. Szarmach of Hogan Lovells US LLP, Salome Cisnal De Ugarte of Hogan Lovells International LLP, Mark Jones and Rachel Jane Eisen of Hogan Lovells acted as legal advisor to Transurban Group. Doug Fried, Charles Hord, Jake Falk, Dan Prati, Bill Cavanagh, Larry Bauer, Jose Cobena, Bob Greenslade, Marjorie Glover and Marian Baldwin of Norton Rose Fulbright Australia acted as legal advisor to AustralianSuper. BTY Group acted as technical advisor to Transurban. AustralianSuper Pty. Ltd., Canada Pension Plan Investment Board and UniSuper Limited completed the acquisition of 50% stake in Transurban Chesapeake assets from Transurban Group (ASX:TCL) on April 1, 2021.