Energy Capital Partners, LLC made a bid to acquire Biffa plc (LSE:BIFF) from Global Alpha Capital Management Ltd. Soros Fund Management LLC and others for £1.4 billion on June 7, 2022. Consideration will be paid in the form of £4.45 per Biffa share in cash. Energy Capital Partners, LLC have reached agreement to acquire Biffa plc for £1.3 billion on September 27, 2022. Under the terms of agreement, ECP agree to pay £4.1 per share in cash. In addition to the Acquisition Price, Biffa Shareholders will also get Dividend based on record Date without any consequential reduction in the consideration, a final dividend of £0.469 as approved at Biffa's Annual General Meeting on September 23, 2022. The 2022 Final Dividend is due to be paid to such Biffa Shareholders by Biffa on October 10, 2022. The cash consideration will be financed by a combination of indirect capital contributions by funds managed by affiliates of ECP (the "Equity Injection") and a term facility in an amount equal to £100 million to be provided to Bidco by the Original Lenders (the "Term Facility"). In addition, the Original Lenders will provide a multi-currency revolving credit facility to Bidco in an amount equal to £225 million which can be used for, amongst other things, financing or refinancing certain indebtedness of the Biffa Group. The Equity Injection may be partially financed by a short term bridge facility in an amount up to £200 million to be provided by Barclays Bank PLC to ECP. It is intended that an application will be made to the FCA to cancel the listing of the Biffa Shares on the Official List, and the London Stock Exchange to cancel trading of the Biffa Shares on the Main Market, in each case to take effect on or shortly after the Effective Date.  
Upon the Scheme becoming Effective, the non-executive directors of Biffa will resign and from that point will cease to be directors of Biffa. ECP has not yet developed proposals as to the extent of any resultant headcount reductions, or how they will be implemented, but intends to work with Biffa's management after the Effective Date to identify how many individuals may be in affected roles and to explore whether they might be reassigned to other appropriate roles within Biffa. BCP does not intend to make any material change in the number of, balance of skills and functions of, or terms and conditions of employment of, the employees and management of the Biffa Group.

The Proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence and the finalisation and documentation of financing for the transaction. ECP was required, by not later July 5, 2022 (the "PUSU Deadline"), to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company. Discussions between Biffa and ECP are ongoing and, to allow further time for these discussions to continue to take place, ECPhas requested that Biffa seek an extension to the PUSU Deadline. TheBoard of Biffa has agreed to that request,and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to an extension to the PUSU Deadline by August 2, 2022. As on August 30, 2022, ECP has requested an additional 28 day extension to thePUSU Deadline. Consequently, Energy Capital Partners, LLC is required, by not later than on September 27, 2022, to announce the firm intention to make an offer. Transaction is subject to obtaining receipt of approval from the Gibraltar Financial Services Commission, court approval along with approval of Biffa shareholders. ECP have received an irrevocable undertaking from Global Alpha Capital Management Ltd and Soros Fund Management LLC The Biffa Directors intend to recommend unanimously that the Biffa Shareholders vote, or procure the voting in favour of, the Scheme.The Acquisition is currently expected to complete during the fourth quarter of 2022 or the first quarter of 2023, subject to the satisfaction or waiver of the Conditions. Long stop date is April 27, 2023. On November 14, 2022, SFM UK Management Limited announced that it had sold, in aggregate, 541,240 Biffa Shares and Soros Fund Management, LLC has informed Bidco that the Additional Sold Shares comprised Biffa Shares that were subject to the Soros Irrevocable Undertaking. As of January 25, 2023, the scheme has been approved by the Court, The Scheme will become effective upon the Scheme Court Order being delivered to the Registrar of Companies, which is expected to take place after 6.00 p.m. on 26 January 2023.

Stuart Vincent and Robert Barnes of N M Rothschild & Sons Limited and Anthony Parsons, Joe Weaving and James Hopton of HSBC Bank plc and Mark Lander, Stuart Ord and Kevin Cruickshank of Numis Securities Limited acted as financial advisor to Biffa. Barclays Capital Markets, LLC acted as financial advisor to Energy Capital Partners, LLC. Latham & Watkins (London) LLP are retained as legal adviser & Evercore Partners International LLP is also acting as financial adviser to ECP. Linklaters LLP are retained as legal adviser to Biffa.

Energy Capital Partners, LLC completed the acquisition of Biffa plc (LSE:BIFF) from Global Alpha Capital Management Ltd. Soros Fund Management LLC and others on January 26, 2023.