Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C, L.P., Brookfield Infrastructure Fund IV (ER) SCSP, managed by Brookfield Asset Management Inc. (TSX:BAM.A) and GIC Special Investments Pte. Ltd. entered into an agreement to acquire Genesee & Wyoming Inc. (NYSE:GWR) from Blue Harbour Group, L.P. and others for $6.4 billion on July 1, 2019. Under the terms of the agreement, buyers will pay $112 per share in cash to stockholders. Each outstanding G&W equity award, whether vested or unvested, will be cancelled in exchange for cash based on the merger consideration less, in the case of a stock option, the per share exercise price. The buyers have obtained equity financing and debt financing commitments to finance the transactions contemplated by the merger agreement and pay related fees and expenses. Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C,L.P. and Brookfield Infrastructure Fund IV (ER) SCSp and GIC Special Investments have committed to provide capital separate equity contributions of $4 billion and $1.5 billion respectively, subject to the terms and conditions set forth in the equity commitment letters. Credit Suisse, Wells Fargo, Citigroup Global Markets Inc. and RBC Capital Markets have agreed to provide committed acquisition debt financing of $3.15 billion, consisting of a $600 million senior secured revolving credit facility and $2.55 billion of senior secured term loans. If the merger is consummated, G&W's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 and will be privately held by the buyers. Upon termination of the merger agreement under certain circumstances by G&W or buyers, G&W will be required to pay buyers a termination fee of $194 million. The merger agreement also provides that buyers will be required to pay G&W a reverse termination fee of $388 million upon the termination of the merger agreement by G&W. As on August 4, 2019, certain subsidiaries of G&W signed a definitive agreement to divest its interests in GWA to Macquarie Australian Infrastructure Management 1 Limited as trustee for PGGM Ibis LP Trust.

The closing of the merger is subject to the adoption of the merger agreement by the holders of 66 2/3% of the voting power of the outstanding shares of G&W's common stock. Consummation of the merger is also subject to (i) the absence of any law, injunction or other order that prohibits the consummation of the merger, (ii) the approval or authorization of, or exemption by, the Surface Transportation Board, (iii) receipt of other antitrust and regulatory approvals that include approval by the Committee on Foreign Investment in the United States, the U.S. Surface Transportation Board, Australia Regulatory, Europe Antitrust and (iv) other customary closing conditions, including the accuracy of each party's representations and warranties, and each party's compliance with its covenants and agreements contained in the merger agreement. The Board of Directors of G&W unanimously determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of G&W and its stockholders, and approved the merger agreement and the transactions contemplated thereby, and unanimously resolved to recommend that G&W's stockholders vote to adopt and approve the merger agreement. The deal is approved by Boards of Directors of buyers. The transaction is approved by the shareholders of G&W on October 3, 2019. The Surface Transportation Board granted exemption to the transaction on October 29, 2019. Either party may terminate the merger agreement if the merger is not consummated by July 1, 2020. The transaction is expected to close by year end or early 2020.

Oliver Brahmst, Chang-Do Gong, Robert N. Chung of White & Case LLP, McCarthy Tétrault LLP, Gilbert + Tobin and Steptoe & Johnson LLP acted as legal advisors for buyers. Torys LLP acted as legal advisor to Brookfield Asset Management and Asi Kirmayer, Laura Barzilai, Ram Burshtine, James Mendenhall and Ken Daly of Sidley Austin LLP acted as legal advisors to GIC and Brookfield Asset Management. Eric M. Swedenburg, Anthony F. Vernace, Michael Chao, Beth DiSciullo and Deul Lim, Bill Sheehan, James Doyle, Marisa Stavenas, Ben Heriaud, Karen Hsu Kelley, Rob Holo, Jasmine Hay, Sergio Torres, Brian Robbins, Jamin Koslowe, Jake Phillips, Lori Lesser, Genevieve Dorment, Melanie Jolson, Adeeb Fadil, Noreen Lavan, Sara Razi, Ellen Frye, Kelly Karapetyan, Lindsey Bohl, Adrienne Baxley, David Vann, John Osborne, Mick Tuesley, Eric Swedenburg and Anthony Vernace of Simpson Thacher & Bartlett LLP, Addleshaw Goodard LLP, Allens, Clark Hill PLC, Christophe Humpe of Macfarlanes LLP and Stikeman Elliott LLP acted as legal advisors for Genesee & Wyoming Inc. Citigroup Global Markets Inc. acted as financial advisor for Brookfield Asset Management. Paul Shim and Daniel Canava of Cleary Gottlieb Steen & Hamilton LLP is representing Loli Wu of BofA Securities, Inc. and Rob Kindler, Eli Gross, Tony Uccellino, Kristin Healy and Atul Modim of Morgan Stanley & Co LLC acted as financial advisors to G&W. BofA Securities, Inc and Morgan Stanley & Co LLC acted as fairness opinion providers for G&W. Daniel A. Neff, Gordon S. Moodie of Wachtell, Lipton, Rosen & Katz acted as legal advisors for G&W's Board of Directors. Innisfree M&A Incorporated acted as information agent for G&W and will receive a fee of $25000. BofA Securities, Inc will receive a fee of $2.5 million for the fairness opinion provided and will receive $24.9 million upon completion for its advisory services. Morgan Stanley & Co LLC will receive a fee of $2.5 million for the fairness opinion provided and will receive $27 million upon completion for its advisory services.

Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C, L.P., Brookfield Infrastructure Fund IV (ER) SCSP, managed by Brookfield Asset Management Inc. (TSX:BAM.A) and GIC Special Investments Pte. Ltd. completed the acquisition of Genesee & Wyoming Inc. (NYSE:GWR) from Blue Harbour Group, L.P. and others on December 30, 2019.