お知らせ • Jun 10
Global Energy & Power Infrastructure Fund III, L.P., a fund managed by Blackrock Alternatives Management, LLC completed the acquisition of 43.5% stake in GasLog Ltd. (NYSE:GLOG).
Global Energy & Power Infrastructure Fund III, L.P., managed by Blackrock Alternatives Management, LLC entered into an agreement to acquire 43.5% stake in GasLog Ltd. (NYSE:GLOG) for approximately $250 million on February 21, 2021. Global Energy & Power Infrastructure Fund III, L.P., managed by Blackrock Alternatives Management, LLC entered into an amended agreement to acquire 43.5% stake in GasLog Ltd. on April 20, 2021. Global Energy & Power Infrastructure Fund III, L.P., managed by Blackrock Alternatives Management, LLC will acquire all the shares of GasLog, that are not held by certain existing shareholders of GasLog, including Blenheim Holdings Ltd., which is wholly owned by the Livanos family, and a wholly owned affiliate of the Onassis Foundation, at $5.80 in cash per common share. Upon completion of the transaction, GasLog Ltd. will continue as the surviving company in the merger. Post the transaction, Blenheim Holdings and a wholly owned affiliate of the Onassis Foundation will continue to hold approximately 56.5% of the outstanding common shares of GasLog and Global Energy & Power Infrastructure Fund III will hold approximately 43.5%. GasLog’s preference shares as well as the common and preference units of GasLog Partners LP are expected to remain outstanding and continue to trade on the New York Stock Exchange immediately following the completion of the transaction. Concurrently, Global Energy & Power Infrastructure Fund III, L.P and GasLog have also entered into a rollover agreement. Global Energy & Power Infrastructure Fund III will provide equity financing in an aggregate amount of $247 million to complete the merger. Promptly after completion of the transaction, the common shares of GasLog will be delisted from the New York Stock Exchange. At termination, GasLog will need to pay a fee of $13 million and Blackrock will pay a fee of $40 million. Peter G. Livanos, Julian R. Metherell and Anthony S. Papadimitriou are currently members of the Board of Directors of GasLog. Upon completion, Peter G. Livanos, Julian R. Metherell, Anthony S. Papadimitriou, James Berner and Eduard Ruijs will become sole Directors of GasLog.
The transaction is subject to the approval by shareholders of GasLog, third party approval, required shareholder approval, and Peter G. Livanos being employed, engaged or retained in substantially the same capacity as he served at GasLog immediately prior to the date of the merger agreement. The transaction has been unanimously approved by the Board of Directors of GasLog which acted upon the unanimous recommendation of the special committee. A special committee of the Board of Directors of GasLog, comprised of Donald J. Kintzer and Kristin H. Holth, who are independent and disinterested directors and were advised by their own independent legal and financial advisors. The special meeting of GasLog shareholders to approve the transaction will be held on June 4, 2021. At the meeting, GasLog shareholders approved the transaction. The transaction is expected to be completed in the second quarter of 2021. As per filing on June 7, 2021 The transaction is currently anticipated to close on or about June 9, 2021.
Evercore Inc. acted as financial advisor and fairness opinion provider to the Special Committee of GasLog. Erik R. Tavzel, D. Scott Bennett, Christopher K. Fargo, Kiran Sheffrin, Jennifer S. Conway, Margaret T. Segall, Danielle E. Walling, Sonia Katharani-Khan and Andrew C. Elken of Cravath, Swaine & Moore LLP; and Brad Adderley, John Wasty and Matthew Ebbs-Brewer of Appleby acted as legal advisors to the Special Committee of GasLog and GasLog Ltd. Credit Suisse Securities (USA) LLC acted as financial advisor to GasLog. Linklaters LLP acted as legal advisor to Blenheim Holdings Ltd. Chris May, Andrew Blau, Harry Hudesman, Jason Hwang, Marcy Geller, Michael Isby and Lori Lesser of Simpson Thacher & Bartlett LLP acted as legal advisors to Blackrock. Evercore will receive a fee of $1 million upon rendering its opinion and a net transaction fee of $1.75 million upon consummation of the merger inclusive of crediting the fee upon rendering an opinion against the fee payable upon consummation of the merger. Evercore also received a fee of $0.25 million upon execution of its engagement letter with GasLog and the special committee. D.F. King & Co., Inc. acted as proxy solicitor for GasLog. GasLog paid a fee of approximately $0.0125 million to D.F. King & Co., Inc.
Global Energy & Power Infrastructure Fund III, L.P., a fund managed by Blackrock Alternatives Management, LLC completed the acquisition of 43.5% stake in GasLog Ltd. (NYSE:GLOG) on June 9, 2021.
