Announcement • Apr 29
CC Capital Management, LLC completed the acquisition of Insignia Financial Ltd. (ASX:IFL).
CC Capital Management, LLC proposed to acquire Insignia Financial Ltd. (ASX:IFL) for AUD 3.1 billion on January 3, 2025. CC Capital Management, LLC entered into a Scheme Implementation Deed to acquire Insignia Financial Ltd. for AUD 3.2 billion on July 22, 2025. A cash consideration valued at AUD 4.3 per share will be paid by CC Capital Management, LLC, adjusted for any dividends paid or payable after the date of the Indicative Proposal. As of January 17, 2025, Insignia Financial Ltd received a revised non binding and indicative proposal from CC Capital Partners, LLC, and increased price from AUD 4.3 to AUD 4.6 per share. Under scheme implementation deed, CC Capital will acquire all of the issued shares in Insignia Financial pursuant to a scheme of arrangement for cash consideration of AUD 4.80 per share. CC Capital will fund the Scheme Consideration through equity committed by certain funds managed or advised by CC Capital and third-party financing. Both parties will pay a break fee of AUD 32.6 million in case of termination on behalf of respective parties.
The transaction is subject to approval by Foreign Investment Review Board, the Australian Prudential Regulation Authority, Australian Competition and Consumer Commission, and the Financial Conduct Authority, completion of due diligence on an exclusive basis and execution of a binding scheme implementation agreement. The scheme implementation agreement, if entered into, would be conditional on (amongst other things) a unanimous recommendation from the Insignia Financial Board of Directors and commitment from all directors to vote in favor of the transaction (in the absence of a superior proposal and subject to an independent expert concluding that the transaction is in the best interests of IFL shareholders) and approval from CC Capital’s investment committee. The implementation of the Scheme is also subject to Court approval. IFL shareholders do not need to take any action in relation to the Indicative Proposal. Both Bain and CC Capital have submitted increased proposals at a price of AUD 5.00 cash per share, which represents an 8.7% increase from their previous offers of AUD 4.60 per share. As of 17 April 2025, Exclusivity Period in the Exclusivity Deed will be extended by an additional four weeks to allow the Bidders to finalize debt funding and associated due diligence, and finalization of Scheme Implementation Deed terms. As of May 14, 2025 Bain has informed Insignia Financial that it will be unable to proceed at this time with making a binding offer for the company, due to the macro uncertainty caused by the volatility in global capital markets. Insignia Financial remains in discussions with CC Capital. As of July 1, 2025, CC Capital has informed Insignia Financial that it continues to actively work towards making a binding bid for the company. Specifically, CC Capital is finalizing financing and investment committee approvals, a process that is expected to be completed in the next two weeks. As of July 21, 2025 The Board of Insignia Financial, together with its financial and legal advisers, is continuing to engage in discussions with CC Capital in connection with the Proposal. There is no certainty that the ongoing discussions will result in any transaction being put to Insignia Financial shareholders for their consideration. As of July 22, 2025, the board of Insignia unanimously recommends that Insignia Financial shareholders vote in favour of the Scheme. Insignia Financial currently expects that the Scheme will be implemented in 1st half of calendar year 2026. As of February 25, 2026, The Insignia Financial Board unanimously recommends that its shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Insignia Financial shareholders. The Federal Court of Australia announce that Insignia Financial convene and hold a meeting of Insignia Financial shareholders to consider and vote on the Scheme. The Scheme Booklet is expected to be despatched by 4 March 2026. The implementation of the Scheme is expected on April 17, 2026. As of March 20, 2026, the deal has been approved by the Australian Prudential Regulation Authority. As of April 13, 2026, the transaction has been approved by the shareholders of Insignia Financial. As of April 16, 2026, the transaction has been approved by the Federal Court of Australia. Subject to the Scheme becoming legally effective, it is expected that implementation of the Scheme will occur on April 28, 2026.
Citigroup Global Markets Australia Pty Limited acted as financial advisor for Insignia Financial Ltd. Gresham Advisory Partners Limited acted as financial advisor for Insignia Financial Ltd. King & Wood Mallesons, Australia Branch acted as legal advisor for Insignia Financial Ltd. Latham & Watkins LLP team represents financing sources in connection with the transaction. Todd E. Freed, Heather Cruz, Chris Nahr, Michael Hong, Paul Schockett, Page Griffin and Patrick J. Lewis of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to CC Capital. Deutsche Australia Limited, Macquarie Capital (Australia) Limited, Santander US Capital Markets LLC, Rothschild & Co and Houlihan Lokey, Inc. (NYSE:HLI) acted as financial advisor to CC Capital. Ashurst Australia acted as legal advisor, Deloitte & Touche LLP acted as accountant and NMG Consulting Inc acted as due diligence provider to CC Capital. Barbra J. Broudy, Danek A. Freeman, Jacqui N. Bogucki, Jason Vollbracht, Justina Chen and Kyle C. Krpata of Weil, Gotshal & Manges LLP acted as legal advisor for CC Capital Management, LLC. Kroll Australia Pty Ltd acted as fairness opinion provider for The Insignia Financial Board.
CC Capital Management, LLC completed the acquisition of Insignia Financial Ltd. (ASX:IFL) on April 28, 2026.
