Bridge Investment Group Holdings Inc. (NYSE:BRDG) entered into a definitive agreement to acquire Substantially all of the business of Newbury Partners LLC in a deal valued at approximately $320 million on February 13, 2023. The all-cash transaction is valued at $320.1 million. The asset purchase agreement provides that the buyer will acquire substantially all of the seller’s assets and in exchange the buyer will assume certain of the seller’s liabilities and pay the seller $320.1 million in cash, subject to certain purchase price adjustments as set forth in the asset purchase agreement. In connection with this transaction, Bridge has entered into a $150 million note purchase agreement pursuant to which its operating company, Bridge Investment Group Holdings LLC, issued two tranches of notes in a private placement. The transaction consists of $120 million of 5.99% notes with a seven-year term and $30 million of 6.10% notes with a ten-year term. The note purchase agreement is contingent upon closing the Newbury transaction and funding would occur at that time, subject to customary closing conditions. Additionally, the Company has exercised an option to increase its Senior Secured Credit Facility from $125 million to $225 million, with full capacity currently available. Upon termination of the transaction under specified circumstances, Bridge may be required to pay Newbury a termination fee of $22 million. Upon completion of the transaction, Newbury will retain its headquarters in Stamford, Conn., and will continue to be led by its long-standing management team.

The transaction is subject to customary closing conditions, including regulatory and investor approvals. The board of directors of Bridge has unanimously approved the transaction. The transaction is expected to close in the first half of 2023. The transaction is expected to be accretive to 2022. Craig M. Garner and Kevin C. Reyes of Latham & Watkins LLP and Kirkland & Ellis LLP are serving as legal advisors to Bridge on this transaction. Berkshire Global Advisors is serving as financial advisor and Proskauer Rose LLP is serving as legal advisor to Newbury. Jennifer Bellah Maguire of Gibson, Dunn & Crutcher LLP acted as legal advisor to RidgeLake Partners, parent of Newbury Partners LLC.

Bridge Investment Group Holdings Inc. (NYSE:BRDG) completed the acquisition of Substantially all of the business of Newbury Partners LLC on March 31, 2023.