KKR & Co. Inc. (NYSE:KKR) entered into an agreement to acquire John Laing Group plc (LSE:JLG) from Soros Fund Management LLC and other shareholders for £2 billion on May 19, 2021. Under the terms of the acquisition, each John Laing shareholder shall be entitled to receive £4.03 per share in cash. Transaction is financed through a combination of equity and debt financing including a bridge loan provided by an affiliate of Equitix Investment Management Limited. Goldman Sachs is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to John Laing's shareholders under the terms of the acquisition. The transaction will be funded through a term loan provided by lenders of £550 million and a bridge loan of £917 million provided by Equitix. Upon completion, KKR agreed to partner with Equitix to jointly own John Laing's existing asset portfolio. Equitix will acquire a 50% shareholding in the existing asset portfolio which will continue to be managed by John Laing's management team. KKR and Equitix have also separately agreed to customary standstill arrangements pursuant to which each of KKR and Equitix has agreed that, without the prior written consent of John Laing, it shall not acquire John Laing shares or any interest in any John Laing Shares. KKR have no plans to change the headquarters or locations of John Laing's places of business or to redeploy the fixed assets of John Laing following the completion of the acquisition. KKR nor Equitix shall solicit certain of John Laing's employees or officers without the prior written consent of John Laing nor shall KKR or Equitix employ or otherwise engage certain of John Laing's employees. These restrictions fall away immediately following the making of this acquisition.

The acquisition is subject to a court-approved agreement, third party clearances and approval of the scheme by a majority in number of shareholders of John Laing. The acquisition is subject to the competition and regulatory authorities, in particular antitrust clearances in the United States and The European Commission (EU) and foreign investment approval in Australia. The court meeting and the John Laing general meeting are expected to be held in early July 2021. KKR & Co received irrevocable undertakings from Soros Fund Management LLC which holds 20.38 million shares and John Laing Directors who hold 0.55 million shares to vote in favor of the scheme. Prior to the scheme becoming effective, John Laing shall make an application for the cancellation of the listing of John Laing on the official list and for the cancellation of trading of the John Laing Shares on the London Stock Exchange's main market for listed securities, in each case to take effect from or shortly after the effective date. The Board of Directors of John Laing Group plc unanimously approved the transaction and recommended the shareholders to vote in favor of the scheme. As of July 9, 2021, the shareholders of John Laing Group plc approved the transaction. As of August 12, 2021, The European Commission has approved the transaction. The go-ahead from The European Commission was given well ahead of the August 24, 2021 deadline. As of September 9, 2021, all the Conditions relating to regulatory and antitrust approvals have now been satisfied, completion of the acquisition remains subject to the waiver or satisfaction of the remaining conditions including the sanction of the scheme by the Court at the Court Hearing. The Court Hearing has been scheduled to be held on September 21, 2021. As of September 21, 2021, the scheme was sanctioned by the Court at the Court Hearing. It is expected that the scheme will become effective in third quarter of 2021 or early in fourth quarter of 2021. As of September 9, 2021, the effective date of the scheme is expected to be September 22, 2021.

Oliver Lazenby, Holly Baker, Michele Davis, David Mendel, Dawn Heath and Alex Carver of Freshfields Bruckhaus Deringer LLP acted as legal advisors to John Laing. Sinead O'Shea, Amy Mahon, Clare Gaskell, Yash Rupal, Meredith Jones, Étienne Renaudeau, Mick Tuesley and David J. Greene of Simpson Thacher & Bartlett LLP and Gavin Williams of Herbert Smith Freehills LLP acted as legal advisors to KKR. Nick Harper, Brian O'Keefe, Keshav Bhojania and Warren Stables of Goldman Sachs International acted as the financial advisor to KKR & Co. Inc. Jason Radford, Nick Goddard and Catherine Gokah of Ashurst acted as the legal advisors to Equitix and Tom Mercer, Tim Rennie, Harry Thimont, Antonios Nezeritis and Arnaud Julien of Ashurst acted as the legal advisors to Goldman Sachs International on the transaction. Neal West, Andrew Tusa and Richard Probert of Barclays Bank PLC, Julian Oakley, Ben Catt, Julien Baril and Cillin Horgan of Evercore Partners International LLP and Andrew Buchanan, Tom Ballard and Charlie Batten of Peel Hunt LLP acted as the financial advisors to John Laing Group plc. Katherine Ashton, Timothy McIver, Kyra Bromley and Jennifer Wheater of Debevoise & Plimpton LLP acted as legal advisor to Pantheon. Equiniti Group plc (LSE:EQN) acted as registrar for John Laing Group. Jonathan White of KPMG LLP acted as accountant in the transaction.

KKR & Co. Inc. (NYSE:KKR) completed the acquisition of John Laing Group plc (LSE:JLG) from Soros Fund Management LLC and other shareholders on September 22, 2021. The court order sanctioning the scheme was delivered to the Registrar of Companies. The consideration will be paid no later than October 6, 2021. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the delisting of John Laing Shares from the Official List and cancellation of the admission to trading of John Laing Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. on September 23, 2021. Oleg Shamovsky and Tara Davies have been appointed to the John Laing Board and Will Samuel, Andrea Abt, David Rough, Jeremy Beeton, Leanne Bell, Lisa Stone and Philip Keller have tendered their resignation and stepped down from the John Laing Board. Ben Loomes and Rob Memmott will remain on the John Laing Board.