Lovell Minnick Equity Partners V LP and Lovell Minnick Equity Partners V-A LP, funds managed by Lovell Minnick Partners, LLC agreed to acquire Charles Taylor plc (LSE:CTR) for approximately £260 million on September 19, 2019. Pursuant to the transaction each share of Charles Taylor will receive £3.15 per share in cash. As on November 8, 2019, the terms were revised and each share of Charles Taylor will receive £3.45 per share in cash. Lovell Minnick Equity Partners V LP and Lovell Minnick Equity Partners V-A LP, funds managed by Lovell Minnick Partners, LLC agreed to acquire Charles Taylor plc (LSE:CTR) for approximately £280 million. In addition, under the terms of the offer, Charles Taylor shareholders will be entitled to receive the previously declared interim 2019 dividend of £3.65 per Charles Taylor share to be paid on November 8, 2019 to Charles Taylor shareholders as on the record date of October 11, 2019 without any consequential reduction in the offer price, subject to the terms set out. The consideration payable will be funded from equity financing drawn down from the Lovell Minnick Funds and debt financing arranged and underwritten by RBC. It is expected that the Lovell Minnick Funds will syndicate part of their equity funding commitments. In connection with this syndication, Pantheon has committed to provide up to the lesser of 39.9% of the equity funding and $118 million (£94.5 million), with the current intention being to reduce that commitment as part of syndication to an amount equal to approximately 20-25% of the equity funding. As of December 18, 2019, KKR Credit Advisors (Ireland) Unlimited Company and KKR Credit Advisors (US) LLC have agreed to commit to provide the term loan commitments in the Senior Facilities Agreement subject to the Amendment and Restatement Deed being signed, whereby the revolving facility commitment was increased from £20 million to £30 million. In order to become effective, the Scheme must be approved by a majority in number of the Charles Taylor Shareholders voting (and entitled to vote) at the Court Meeting, representing at least 75% in value of the Charles Taylor Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended Charles Taylor Articles must be passed by Charles Taylor Shareholders representing at least 75% of the votes validly cast on that resolution. The deal is subject to conditions including the sanction of the Scheme by the Court, certain antitrust and regulatory clearances including the approval of the Financial Conduct Authority and, if relevant, the Prudential Regulation Authority and the Society and Corporation of Lloyd's in the UK, and regulatory approvals in the Isle of Man, Bermuda and the State of Texas, United States of America. As of January 10, 2020, Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) approved the transaction. The Charles Taylor Directors consider the terms of the Offer to be fair and reasonable. The Charles Taylor Directors intend to recommend unanimously that Charles Taylor Shareholders vote in favor of the scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Court meeting related to transaction will be held on November 20, 2019. As of November 22, 2019, the scheme has been approved by the requisite majority of shareholders of Charles Taylor plc in the general meeting and court meeting. As of November 11, 2019, the Panel Executive has ruled that the potential competing offeror must, by not later than November 15, 2019. High Court of Justice in England and Wales has sanctioned the Scheme on January 16, 2020. The scheme is expected to become effective in early 2020. The offer will lapse if the scheme does not become effective by the Long Stop Date i.e. March 19, 2020. It is anticipated that the Effective Date will be January 21, 2020, which is when the Court Order is expected to be delivered to the Registrar of Companies. Christopher Kaladeen, Anika Sood, Peter Brierley and Alice Squires of N.M. Rothschild & Sons Limited acted as the financial advisor to Charles Taylor and Will Pearce, Dan Hirschovits, Jonathan Cooklin and Nicholas Spearing of Davis Polk & Wardwell London LLP acted as the legal advisors to Charles Taylor. Martin Frowde and Philip Creed of RBC Europe Limited acted as the financial advisor and David Innes and Benjamin Lyon of Debevoise & Plimpton LLP acted as the legal advisors to Lovell Minnick. Hamed Meshki, Luke Guerra, Steve Yoo, Dan Meehan and Elizabeth Dyer of Kirkland & Ellis LLP acted as legal advisors to Lovell Minnick Partners, LLC. The estimated aggregate fees and expenses expected to be incurred by Charles Taylor in connection with the acquisition amount to approximately £7.3 million, including £3.7 million for financial and corporate broking advice, £3.1 million for legal advice and £0.5 million for other costs and expenses. The estimated aggregate fees and expenses expected to be incurred by Lovell Minnick in connection with the acquisition amount to approximately £12.3 million to £12.8 million. Paul Ellerman of Herbert Smith Freehills acted as legal advisor to Charles Taylor plc in the transaction. Lovell Minnick Equity Partners V LP and Lovell Minnick Equity Partners V-A LP, funds managed by Lovell Minnick Partners, LLC completed the acquisition of Charles Taylor plc (LSE:CTR) on January 21, 2020. Charles Taylor's listing of shares were suspended with effect from January 20 .2020. As the Scheme has now become effective, Charles Taylor announces that each of Edward Creasy, Gill Rider, Paul Hewitt, Barnabas Hurst-Bannister and Tamer Ozmen have tendered their resignations and will step down from Charles Taylor’s Board today.