Albright Capital Management LLC, Fairfax Financial Holdings Limited (TSX:FFH), Acon Investments, L.L.C. and Acon Equity Management L.L.C. made an offer to acquire additional 66.11% stake in APR Energy plc (LSE:APR) from a group of investors for approximately £110 million in cash on October 26, 2015. Under the terms of the agreement, the consideration involves £1.75 per share of APR Energy plc. Post transaction APR Energy plc will be delisted.

The transaction is subjected to approval of shareholders of APR Energy plc, approval of management arrangements, valid acceptances being received in respect of APR Energy plc shares which constitute not less than 90 per cent and the offer would laps with 60 days after the publication of the offer document, regulatory and third party approvals. JCLA Cayman Limited., Lee Munro, Chief Financial officer of APR Energy, General Electric International Inc., have given irrevocable undertaking to accept the offer. Independent Directors of APR Energy plc intend to unanimously recommend APR Energy plc shareholders to accept the offer. As of November 23, 2015, the offer document is sent to APR Energy and the offer will remain opened till January 4, 2016. The first closing date of the Offer is on January 4, 2016. This may be extended to a date that is not later than January 22, 2016.

As of January 4, 2016, the deal has been approved by the shareholders of APR Energy. As of January 5, 2016, the offer has been declared unconditional. As of January 18, 2016, buyers have received valid acceptances in respect of 59,788,227 APR Energy Shares, representing approximately 95.95%. Following which buyers have dispatched formal compulsory acquisition notices to APR Energy shareholders who have not yet validly accepted the offer. As on January 29, 2016, the offer was extended and will now close on February 12, 2016. It will not be further extended. The General Meeting of APR Energy held on February 10, 2016, approved the Resolutions in connection with the Recapitalisation Funding and the re-registration of APR Energy as a private company.

Robert Hingley and Cassandre Danoux of Ondra Partners acted as financial advisor for Albright Capital Management LLC, Fairfax Financial Holdings Limited and Acon Equity Management L.L.C. Raymond Raimondi, Matthew Smith and Gaurav Gooptu of Barclays Bank PLC and Greenhill & Co. International LLP acted as financial advisors, Ben Stoop and Stuart Skinner of Numis acted as corporate broker and Richard Campbell and Michael Kinirons of CNC acted as public relationship advisor for APR Energy plc. Jeremy Kutner, Iain Goalen and George Karafotias of Shearman & Sterling acted as legal advisors for Fairfax. Capita Asset Services (UK) Ltd. acted as the registrar for APR Energy plc. Hogan Lovells US LLP acted as legal advisor for Acon Investments, L.L.C. Jeff Eldredge, Robert Dixon, Daniel Graham, Nicholas Connell, Thomas Manjaly, Jay Rothrock, Jason McIntosh, Brian Russell, Allyson Seger, Neil Imus, Kai Liekefett, Atma Kabad, Tzvi Werzberger, Kristen Chatellier, Alexander Kamel and Martin Luff of Vinson & Elkins acted as legal advisors for Albright Capital.
Energy plc (LSE:APR) from a group of investors for approximately £110 million in cash on October 26, 2015. Under the terms of the agreement, the consideration involves £1.75 per share of APR Energy plc. Post transaction APR Energy plc will be delisted.

The transaction is subjected to approval of shareholders of APR Energy plc, approval of management arrangements, valid acceptances being received in respect of APR Energy plc shares which constitute not less than 90 per cent and the offer would laps with 60 days after the publication of the offer document, regulatory and third party approvals. JCLA Cayman Limited., Lee Munro, Chief Financial officer of APR Energy, General Electric International Inc., have given irrevocable undertaking to accept the offer. Independent Directors of APR Energy plc intend to unanimously recommend APR Energy plc shareholders to accept the offer. As of November 23, 2015, the offer document is sent to APR Energy and the offer will remain opened till January 4, 2016. The first closing date of the Offer is on January 4, 2016. This may be extended to a date that is not later than January 22, 2016.

As of January 4, 2016, the deal has been approved by the shareholders of APR Energy. As of January 5, 2016, the offer has been declared unconditional. As of January 18, 2016, buyers have received valid acceptances in respect of 59,788,227 APR Energy Shares, representing approximately 95.95%. Following which buyers have dispatched formal compulsory acquisition notices to APR Energy shareholders who have not yet validly accepted the offer. As on January 29, 2016, the offer was extended and will now close on February 12, 2016. It will not be further extended. The General Meeting of APR Energy held on February 10, 2016, approved the Resolutions in connection with the Recapitalisation Funding and the re-registration of APR Energy as a private company. As of January 7, 2016, The Silverfern Group exited its investment in APR Energy.

Robert Hingley and Cassandre Danoux of Ondra Partners acted as financial advisor for Albright Capital Management LLC, Fairfax Financial Holdings Limited and Acon Equity Management L.L.C. Raymond Raimondi, Matthew Smith and Gaurav Gooptu of Barclays Bank PLC and Greenhill & Co. International LLP acted as financial advisors, Ben Stoop and Stuart Skinner of Numis acted as corporate broker and Richard Campbell and Michael Kinirons of CNC acted as public relationship advisor for APR Energy plc. Jeremy Kutner, Iain Goalen, George Karafotias, Theodora Dimitrova, Cecilia Ferreira, Lois Kate Howarth, Luke Jaggar, Simon Letherman, Simon Little, Denise Wen-Thong Lum, Roisin McCourt, Nicholas Withers and Helene Zotiades of Shearman & Sterling acted as legal advisors for Fairfax. Capita Asset Services (UK) Ltd. acted as the registrar for APR Energy plc. Hogan Lovells US LLP acted as legal advisor for Acon Investments, L.L.C. Jeff Eldredge, Robert Dixon, Daniel Graham, Nicholas Connell, Thomas Manjaly, Jay Rothrock, Jason McIntosh, Brian Russell, Allyson Seger, Neil Imus, Kai Liekefett, Atma Kabad, Tzvi Werzberger, Kristen Chatellier, Alexander Kamel and Martin Luff of Vinson & Elkins acted as legal advisors for Albright Capital. Davis Polk & Wardwell acted as legal advisor for APR Energy. Davis Polk & Wardwell was paid a fee of £3.75 million. Sullivan & Cromwell acted as legal advisor for the acquirer. Sullivan & Cromwell was paid a fee of £1.2 million. Philip Mohtadi, David Chaikof and Simonne Horwitz of Torys LLP acted as legal advisor to Fairfax Financial Holdings Limited.

Albright Capital Management LLC, Fairfax Financial Holdings Limited (TSX:FFH), Acon Investments, L.L.C. and Acon Equity Management L.L.C. completed the acquisition of additional 66.11% stake in APR Energy plc from a group of investors on February 12, 2016.