Searchlight Capital Partners, L.P. entered into an agreement to acquire Gresham House Plc (AIM:GHE) from abrdn plc (LSE:ABDN), Saffie Investments Limited, TB Amati UK Smaller Companies Fund, Richard and Venetia Crosbie-Dawson and others for approximately £470 million on July 17, 2023. The offer per share for Gresham House Plc is £11.05 in cash. The Acquisition values the entire issued and to-be-issued share capital of Gresham House at approximately £469.8 million on a fully diluted basis and values Gresham House at approximately £440.6 million on an enterprise value basis. The Cash Consideration will be financed by a combination of equity to be invested by the Searchlight Funds and debt to be provided under the Interim Facilities Agreement. The Acquisition implies an enterprise value multiple of approximately 15.9 times Gresham House's EBITDA for the 12-month period ending on 31 December 2022.

The transaction is subject to the approval of the court, Gresham majority shareholders, confirmation of non-opposition from the FCA, the CBI and the GFSC, PRA Approval, Lloyd's approval, BFSC approval, CBI approval, CIMA approval, MFSA Approval, Arizona Department of Insurance Approval, Florida Office of Insurance Regulation Approval, New York Department of Financial Services Approval, Ohio, Oklahoma, and Pennsylvania Insurance Department Approval, Texas Department of Insurance, State of Vermont Department of Financial Regulation Approval, UK National Security Clearance and receipt of approvals or, where applicable, confirmation of non-opposition from the Relevant Portfolio Company Regulators. The long stop date of the transaction is April 17, 2024. On August 30, 2023, the Scheme was approved by the Scheme Shareholders at the Court Meeting and General Meeting. On October 6, 2023, the requisite approval has been received from the FCA. Following granting of approval from the FCA, the outstanding regulatory Conditions include, inter alia, the receipt or deemed receipt of approval from the CBI in respect of the change in control of Gresham House Asset Management Ireland Limited and the receipt or deemed receipt of approval from certain US state insurance regulators in respect of the change in control of certain portfolio companies of Gresham House Funds. As of November 23, 2023, Gresham House and Bidco have announced that on November 22, 2023 the requisite approval has been received from the CBI and that Bidco has today confirmed that all of the regulatory Conditions in the Scheme Document have been satisfied or waived. As of November 30, 2023, Bidco announces that, on November 27, 2023, the following documents have been entered into a senior facilities agreement between, amongst others, Bidco as company and Ares as agent and as security agent, which replaces the Interim Facilities Agreement; Intercreditor Agreement; Upfront Fee Letter; RCF Upfront Fee Letter, the Agency Fee Letter, the Shares SIA, the Accounts SIA, the CP Status Letter and certain other ancillary documents. As of December 13, 2023, High Court made an order sanctioning the Scheme. Following completion of the Acquisition, Gresham House will become a portfolio company. Gresham House will operate as a majority-owned portfolio company of the Searchlight Funds.

Ed Banks, Tariq Ennaji, and Jamie Prescott of Evercore Partners Limited acted as financial advisor to Gresham House Plc. Peter Tracey and Tom Fyson of Blackdown Partners Limited acted as financial advisor to Gresham House Plc. Canaccord Genuity Limited of Bobbie Hilliam and Harry Pardoe acted as financial advisor to Gresham House Plc. Paul Nicholls, James Umbers, Samie Zare, and Jordan Cameron of Jefferies International Limited acted as financial advisor to Gresham House Plc. Mervyn Metcalf and Graeme Atkinson of Dean Street Advisers Limited acted as financial advisor to Searchlight. Ravi Gupta, Christopher Kaladeen, Peter Brierley, and David Morrison of N.M. Rothschild & Sons Limited acted as financial advisor to Searchlight. Gavin Gordon, Philip Coletto and Daniel Gendron of Willkie Farr & Gallagher LLP (U.K.) is providing legal advice to Bidco and Searchlight and Eversheds Sutherland is providing legal advice to Gresham House.

Searchlight Capital Partners, L.P. completed the acquisition of Gresham House Plc (AIM:GHE) from abrdn plc (LSE:ABDN), Saffie Investments Limited, TB Amati UK Smaller Companies Fund, Richard and Venetia Crosbie-Dawson and others on December 19, 2023. As of December 20, 2023, Gresham House's share has been cancelled on London Stock Exchange.