Funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) and funds managed by affiliates of Irenic Capital Management agreed to acquire Arconic Corporation (NYSE:ARNC) from a group of shareholders on May 3, 2023. Funds managed by affiliates of Apollo Global Management, Inc. and funds managed by affiliates of Irenic Capital Management entered into a definitive agreement to acquire Arconic Corporation from a group of shareholders for $3.1 billion on May 4, 2023. The transaction includes a minority investment from funds managed by affiliates of Irenic Capital Management. Arconic shareholders will receive $30.00 per share in cash. Upon completion of the transaction, Arconic's shares will no longer trade on the New York Stock Exchange, and Arconic will become a private company. Arconic is required to pay a termination fee of $111.7 million in cash upon termination of the merger agreement under specified circumstances. A reverse termination fee of $204.8 million in cash will be payable by the buyers to Arconic under specified circumstances. Affiliates of funds managed by affiliates of Apollo, on the one hand, and an affiliate of Irenic, on the other hand, have severally committed to capitalize an aggregate equity contribution equal to approximately $2.3 billion. The Investors have also committed to provide debt financing in an aggregate principal amount of $725 million of senior unsecured notes. In addition, certain financial institutions have severally committed to provide with debt financing in an aggregate principal amount of up to $3.1 billion to finance the transaction.

The transaction is subject to customary closing conditions, including approval by Arconic shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of regulatory approvals. Arconic board of directors approved the transaction on May 3, 2023. Apollo board of directors unanimously approved the transaction. As of August 14, 2023, the European Commission given the go-ahead to Arconic. As of July 25, 2023, Arconic shareholders approved the transaction. The transaction is expected to close in the second half of 2023. As of July 14, 2023, transaction is expected to close in Q3 2023. As of July 31, 2023, the transaction is expected to close in the second half of 2023.

Evercore Group L.L.C. and Goldman Sachs & Co. LLC are serving as financial advisors and fairness opinion provider to Arconic. Steven A. Rosenblum and Ronald C. Chen of Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Arconic. Taurie M. Zeitzer and Brian Scrivani of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsel to the Apollo Funds. Maurice Lefkort, Hugh McLaughlin and Agathe Richard of Willkie Farr & Gallagher LLP and Lowenstein Sandler LLP are serving as legal counsel to Irenic. J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as co-lead financial advisors to Apollo. BMO Capital Markets, Mizuho Securities USA LLC and TD Securities are also serving as financial advisors to Apollo. O'Melveny & Myers LLP acted as legal advisor to Apollo. Arconic has agreed to pay Goldman Sachs a transaction fee of approximately $31.1 million, $2.5 million of which became payable upon the announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. Arconic has agreed to pay Evercore a fee for its services in the amount of approximately $20.6 million, of which $2.5 million was paid upon delivery of Evercore?s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Arconic has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. Arconic estimates that it will pay Innisfree a fee of approximately $25,000. Computershare acted as transfer agent to Arconic.

Funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) and funds managed by affiliates of Irenic Capital Management acquired Arconic Corporation (NYSE:ARNC) from a group of shareholders on August 18, 2023. The Company will continue to operate under the Arconic name and brand. As a result of the transaction completion, Arconic?s common stock no longer trades on the New York Stock Exchange.