The certain infrastructure funds and entitles managed by KKR & Co. Inc. (NYSE:KKR), Ontario Teachers' Pension Plan Board and Public Sector Pension Investment Board (Consortium) made the offer to acquire Spark Infrastructure Group (ASX:SKI) for AUD 4.6 billion on July 15, 2021. As per the initial offer, consortium will acquire shares at AUD 2.6375 per share. The consortium revised its offer to AUD 2.7375 per share. Under the revised offer, consortium made the offer to acquire Spark Infrastructure Group for AUD 4.8 billion. On July 28, 2021, the consortium further revised the offer price to AUD 2.95 per share, to be reduced to the extent that Spark Infrastructure pays or declares a distribution to its Securityholders prior to the implementation of the proposed transaction. The implied consideration under the further revised Proposal was AUD 2.8875 per stapled security which valued Spark Infrastructure at an equity value of AUD 5.2 billion and an enterprise value of AUD 10.1 billion. On August 23, 2021, the buyer consortium entered into a scheme implementation deed to acquire Spark Infrastructure Group. Macquarie Group Limited acted as financial advisor to Public Sector Pension Investment Board.

The proposal is subject to a number of pre-conditions including due diligence, Foreign Investment Review Board (FIRB) approval, the buyer consortium obtaining foreign merger clearances; approval by Spark Infrastructure securityholders, the Independent Expert issues an Independent Expert's Report which concludes that the schemes are in the best interests of the Spark Infrastructure securityholders; a unanimous recommendation by the Spark Infrastructure Board and approval of the Ontario Teachers' Pension Plan Investment Committee and Board and the KKR & Co. Inc. Infrastructure Investment Committee; approval of the Creditor's scheme by the Court and other customary conditions. Following careful consideration, and consultation with its advisers, the Board of Spark Infrastructure recently rejected share offer and concluded that the initial and revised offer price undervalued Spark Infrastructure but has offered some limited due diligence material to the consortium. The engagement to provide access for due diligence is conditional on signing of confidentiality agreement. In the interim, shareholders of Spark Infrastructure Group do not need to take any action in relation to the proposals. The further revise price is subject to completion of due diligence, Foreign Investment Review Board approval, a unanimous recommendation by the Spark Infrastructure Board, approval by Spark Infrastructure securityholders, execution of a binding implementation agreement, and final approval of the Ontario Teachers' Pension Plan Investment Committee and Board, and final approval of the KKR & Co. Inc. As on August 10, 2021, Spark Infrastructure confirms that it has received a request from the Consortium to engage with Public Sector Pension Investment Board for the purposes of PSP joining that Consortium (together the “Revised Consortium”). It is expected that each of the Revised Consortium parties will provide a one-third contribution to the total equity funding requirement under the proposed transaction. Notwithstanding this, OTTP and KKR have confirmed their interest in Spark Infrastructure is not contingent on PSP receiving all internal and external approvals to participate in the Revised Consortium, and have stated that they have sufficient financial capacity to complete an acquisition of Spark Infrastructure in the unlikely circumstances that PSP does not receive these approvals. As on August 23, 2021, the Board of Directors of Spark Infrastructure unanimously recommends that Securityholders vote in favour of the schemes at the scheme meetings, in the absence of a superior proposal and subject to an independent expert concluding in the independent expert's report (and continuing to conclude) that the schemes are in the best interests of Spark Infrastructure securityholders. The scheme meetings are expected to be held by the end of 2021. The Creditors' Scheme Meeting, Concurrent Creditors' Meeting and Trust Meeting is expected to be held on November 22, 2021. The transaction was approved by Creditors' Scheme Meeting, Concurrent Creditors' Meeting and Trust Meeting. On November 24, 2021,Spark received FIRB approval and with receipt of Foreign Investment Review Board (“FIRB”) approval, all regulatory approvals required for the acquisition have been obtained. The implementation of the Schemes now requires the
Supreme Court of New South Wales (“Court”) approving the Creditors' Scheme. The Second Court Hearing is scheduled for November 26, 2021. As of November 26, 2021, Supreme Court of New South Wales has approved the scheme of arrangement. The scheme is expected to become effective on November 29, 2021 and implementation will be on December 22, 2021. The last day of trading in Spark Infrastructure securities on the ASX is expected to be November 29, 2021.

The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to Spark Infrastructure and Philip Podzebenko of Herbert Smith Freehills acted as its legal advisor. Ben Della-Bosca and Jason H Hughes of KPMG acted as fairness opinion advisors to Spark Infrastructure. A. Brown and Company Limited as strategic adviser to Spark Infrastructure. Boardroom Pty Limited as the manager of the Spark Infrastructure Securities Registery, Melbourne Securities Corporation Limited as note trustee for the Spark Infrastructure Notes.

KKR & Co. Inc. (NYSE:KKR), Ontario Teachers' Pension Plan Board and Public Sector Pension Investment Board completed the acquisition of Spark Infrastructure Group (ASX:SKI) on November 29, 2021. Scheme became effective on November 29, 2021, and it is expected that quotation of Spark Infrastructure securities on the ASX will be suspended from the close of trading on November 29, 2021. Spark Infrastructure will be removed from the Official List at the close of trading on December 23, 2021.