A fund managed by Warburg Pincus LLC and TowerBrook Capital Partners (U.K.) LLP entered into an agreement to acquire AA plc (LSE:AA.) from a group of sellers for approximately £220 million on October 6, 2020. Under the term of the transaction, shareholders of AA plc are entitled to receive the cash offer of £0.35 per shares or an alternative offer under which AA plc shareholders will receive 1 unit of Basing Topco Limited, (a newly formed company, which is wholly owned by buyers, comprising 0.32 ordinary shares and 2.9 preference shares) for each AA share. On or around completion of the acquisition, Topco will issue 199.5 million Topco’s ordinary shares and 1.8 billion Topco’s preference shares. If the alternative offer were taken up in full by eligible AA’s shareholders, and assuming the level of issues of AA’s shares pursuant to the Employee Share Incentive Plan prior to the Effective Date were consistent, Topco would issue around (i) 167.6 million Topco A Ordinary Shares and 1.5 billion Topco A Preference Shares to the buyers to fund the cash consideration payable in respect of the acquisition (ii) 31.9 million Topco B Ordinary Shares and 287.2 million Topco B Preference Shares to those AA shareholders who validly accept the alternative offer, and, if the alternative offer were accepted in respect of less than the maximum entitlement to the alternative offer described above, the number of Topco B shares would be reduced and the number of Topco A shares increased accordingly. As on January 18, 2021, AA Bondco will offer £280 million aggregate principal amount of Class B3 Secured Notes due 2050. The cash consideration payable under the Acquisition is being financed by a combination of funds to be invested indirectly in equal parts by the Warburg Pincus Funds and the TowerBrook Funds. In connection with their financing of buyers, Warburg Pincus and the TowerBrook have each entered an equity commitment letter. Topco will issue around a further 257.7 million Topco’s ordinary shares and 2.3 billion Topco’s preference shares (the "Additional Capital Raise"). This is intended to raise up to £278 million in order to provide the Topco Group with the financing necessary to start implementing its proposed refinancing. As per the announcement on December 24, 2020, the buyers arranged a backstop facility of £82 million for the purpose to backstop the existing term facility of AA plc in the amount of £62 million and £20 million to backstop the existing working capital of AA plc. It is intended that the acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this announcement and will be set out in the Scheme Document. Buyers reserve the right to implement the Acquisition by way of a Takeover Offer, subject to the Panel's consent and the terms of the Co-operation Agreement. As on January 11, 2021, acquirers received a non-binding letter of intent from University of Texas Investment Management Company to vote in favour of the Scheme with respect to 91,178,926 AA shares, representing approximately 14.6% of the AA's ordinary share capital in issue on January 8, 2021 and the acquirers now has shareholder support in respect of the acquisition from AA Shareholders interested in a total of 187,663,616 AA Shares, representing, in aggregate, approximately 30.1%. Following the Scheme becoming Effective, Buyers intends that the AA will continue to operate as a standalone group. Buyers does not intend to make any material restructurings or changes in location of the AA's headquarters and headquarter functions, save as described above in this paragraph 7, and intends to maintain such headquarters in the UK. The non-executive directors of the AA intend to resign as directors of the AA with effect from the Scheme becoming Effective. Following the Scheme becoming Effective, buyers intend to review the management, governance and incentive structure of the AA. Buyers has not entered, and has not had any discussions on, any form of incentivization or other arrangements with members of the AA's management. It is the intention of Buyers to put in place appropriate arrangements for the management of the AA following the Scheme becoming Effective. The transaction is subject to regulatory approval, third party approval, court approval, AA’s shareholders’ approval, European Commission clearance, China Antitrust Clearance, Competition and Markets Authority clearance, National Security and Investment, state Administration for Market Regulation clearance. The acquisition is conditional upon the scheme becoming unconditional and effective by not later than the long stop date or such later date as may be agreed by the parties in the transaction. AA’s Directors intend to recommend unanimously that Scheme shareholders vote in favor of the Scheme at the Court Meeting and AA shareholders vote in favor of the resolutions to be proposed at the General Meeting. The buyers have received support for the acquisition from AA’s shareholders interested in a total of 96.5 million AA’s shares, representing, in aggregate, approximately 15.5% of AA's ordinary share capital in issue on November 24, 2020. As of December 17, 2020, the AA Directors recommend unanimously that scheme shareholders vote in favor of the scheme at the court meeting and AA shareholders vote in favor of the resolutions to be proposed at the general meeting. As per announcement made on December 23, 2020, European Commission has started reviewing the transaction and set February 4, 2021, as the deadline for its preliminary decision on the deal. The general meeting will be held on January 14, 2021. The scheme will require approval at a meeting of scheme shareholders convened with the permission of the Court to be held on January 14, 2021. As on January 14, 2021, the transaction is approved by the AA’s shareholders. On January 25, 2021, The European Commission approved the deal unconditionally. As of February 26, 2021, the deal is approved by regulatory authority. As on March 8, 2021, Court issued the Court Order sanctioning the Scheme. The transaction is expected to be completed in first quarter of 2021. As of February 26, 2021, the effective date of the scheme is expected to be March 9, 2021. AA's shares on the London Stock Exchange will cease trading on March 10, 2021. The gross proceeds from the Offering will be placed in an escrow account, which upon the satisfaction of certain conditions, including the completion of the Acquisition, will be released from escrow and used to redeem the outstanding aggregate principal amount of AA Bondco's existing Class B2 Notes shortly after the Acquisition becomes effective. George Maddison, Hugh Man, Ben Deary and Will Davies of Credit Suisse International, Chris Emmerson, James Morris and Ben Maiden of Goldman Sachs International and Richard Probert and Omar Faruqui of Barclays PLC (LSE:BARC) acted as financial advisors to Warburg Pincus LLC and TowerBrook Capital Partners (U.K.) LLP. Andrew Sibbald, Mark Hennessy, Swag Ganguly and Graham Copeland of Evercore Partners International LLP acted as financial advisor to AA plc. Robert Constant, James Robinson, Alex Bruce and Jonty Edwards of JPMorgan Cazenove Ltd acted as financial advisor to AA plc. Peter Brown and Alex de Souza of Citigroup Global Markets Limited acted as financial advisors to AA plc. Linklaters LLP acted as legal advisor to Warburg Pincus LLC and TowerBrook Capital Partners (U.K.) LLP. Sundeep Kapila, Marcus Mackenzie, Rod Carlton, James Smethurst and Alice Greenwell of Freshfields Bruckhaus Deringer LLP acted as legal advisors to AA plc. David J. Walker of Latham & Watkins (London) LLP acted as legal advisor to TowerBrook Capital Partners L.P. Moelis & Company (NYSE:MC) acted as financial advisor for Davidson Kempner European Partners, LLP. A fund managed by Warburg Pincus LLC and TowerBrook Capital Partners (U.K.) LLP completed the acquisition of AA plc (LSE:AA.) from a group of sellers on March 9, 2021. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the delisting of AA Shares from the Official List and cancellation of the admission to trading of AA Shares on the main market of the London Stock Exchange, which are each expected to take place on March 10, 2021.