Announcement • May 25
Sterling Capital Partners IV, L.P. and SCP IV Parallel, L.P., managed by Sterling Partners entered into a definitive merger agreement to acquire remaining 34.004898% stake in Keypath Education International, Inc. (ASX:KED) from Copia Investment Partners Ltd, Lennox Capital Partners and others for approximately AUD 71.6 million. Sterling Capital Partners IV, L.P. and SCP IV Parallel, L.P., managed by Sterling Partners entered into a definitive merger agreement to acquire remaining 34.004898% stake in Keypath Education International, Inc. (ASX:KED) from Copia Investment Partners Ltd, Lennox Capital Partners and others for approximately AUD 71.6 million on May 23, 2024. The transaction values Keypath (based on 214,694,686 CDIs outstanding) at approximately AUD 190 million. The Transaction Consideration represents an 88.3% premium to the 6-month volume weighted average price (‘VWAP’) of Keypath CDIs of AUD 0.46 to Thursday May 23, 2024, being the last trading day prior to this announcement of the proposed Transaction and the Merger Agreement. Upon consummation of the Transaction, Keypath will be a wholly-owned subsidiary of the Purchaser and will apply to delist from the ASX and de-register from the US Securities and Exchange Commission (‘SEC’). The Transaction will be governed by the laws of the State of Delaware and not the Australian Corporations Act 2001 (Cth). If this agreement is terminated by the Keypath Education pursuant to and in accordance with Section 7.1(f), the Company shall pay to Sterling the company termination fee of AUD 2.26 million and If this agreement is terminated by the Sterling, the Sterling shall pay to Keypath Education termination fee of AUD 3.01 million.
The Transaction remains subject to a number of conditions, including (i) approval by the stockholders (including through CDIs) representing a majority of Keypath's Unaffiliated Stockholders (which includes common stockholders other than Sterling Partners and its affiliates, Rollover Stockholders and Keypath directors and officers and any of their associates or affiliates), (ii) the absence of a material adverse effect with respect to Keypath and (iii) certain other customary closing conditions, ASX approvals and regulatory approvals. The proposed transaction constitutes a “going-private transaction” under the rules of the SEC and is expected to close by the first quarter of Keypath fiscal year 2025 The Special Committee of the Keypath Board has approved the transaction. Following this process, the Special Committee has unanimously agreed to approve the Merger Agreement and recommend that Keypath stockholders vote in favour of the Merger Agreement.
Keypath has engaged Saul Rudo, Mark D. Wood and Thomas F. Lamprecht of Katten Muchin Rosenman LLP as U.S. legal counsel and Clayton Utz as Australian legal counsel and BMO Capital Markets Corp. as financial adviser and fairness opinion provider to the Special Committee to provide valuation services. Sterling Partners has engaged Steven V. Napolitano and Peter Seligson of Kirkland & Ellis LLP as U.S. legal counsel and Allens as Australian legal counsel. 
