Announcement • Mar 15

Stonepeak Partners LP completed the acquisition of Textainer Group Holdings Limited (NYSE:TGH) from Dimensional Fund Advisors LP, Donald Smith & Co., Inc. and others.

Stonepeak Partners LP entered into a definitive agreement to acquire Textainer Group Holdings Limited (NYSE:TGH) from Dimensional Fund Advisors LP, Donald Smith & Co., Inc. and others for $2.1 billion on October 22, 2023. As per the terms of the transaction, the offer price per share is $50. Upon closing the acquisition, Textainer’s common shareholders will have the right to receive $50.00 per common share in cash without interest and subject to any applicable withholding taxes. The transaction is subject to customary closing conditions, including approval by Textainer shareholders and the receipt of required regulatory clearances and approvals. The definitive merger agreement includes a 30-day “go-shop” period expiring on November 22, 2023. Textainer Board of Directors unanimously approved the transaction which is expected to close in the first quarter of 2024. Upon closing the acquisition, each of Textainer’s preference shares (comprised of 7.000% Series A redeemable cumulative perpetual preference shares, and the depository shares representing a 1/1000th interest in each such share, and 6.250% Series B cumulative redeemable perpetual preference shares, and the depositary shares representing a 1/1000th interest in each such share) will automatically convert into a corresponding preference share of the surviving company. Within 120 days of the closing of the acquisition, each such preference share of the surviving company will be redeemed by the surviving company, and each holder thereof will receive an amount in cash equal to the amount to which such holder is entitled pursuant to the applicable certificate of designations. Consequently, the depositary shares issued in respect of such preference shares will represent a 1/1000th interest in a corresponding preference share of the surviving company. The redemption of preference shares of the surviving company will result in the corresponding redemption of the depositary shares issued in respect of the preference shares. Following the completion of the transaction, Textainer will continue to be led by its President and Chief Executive Officer, Olivier Ghesquiere, and will continue to be headquartered in Hamilton, Bermuda. Textainer Group Holdings will be required to pay to Stonepeak a termination fee of $63,333,029.60, however, that if the Merger Agreement is terminated to enter into an alternative acquisition agreement with respect to a Superior Proposal prior to the end of the Go-Shop Period, the termination fee will be reduced to $42,222,019.73. Stonepeak will be required to pay to the Company a termination fee of $147,777,069.06. As of November 22, 2023, Textainer Group announced the expiration of the 30-day “go-shop” period. As of January 17, 2024, Special meeting of shareholders is scheduled to be held on February 22, 2024. As of February 22, 2024, shareholders of Textainer Group Holdings Limited approved the merger proposal at a special meeting of its shareholders. As of February 23, 2024, all required antitrust approvals that are conditions to closing the proposed transaction under the related merger agreement have been received and, subject to the satisfaction those conditions that by their nature are to be satisfied at the closing, the acquisition is currently anticipated to close on or about March 14, 2024.BofA Securities is acting as a financial advisor, Kurt Berney, Noah Kornblith, and Jennifer Taylor, counsel Zach Greenberg, Andrew Dolak, Eric Amdursky, Jeff Walbridge, Robert Fisher, Philip Monaghan, Courtney Dyer, and Riccardo Celli, senior counsel Warren Fox, of counsel Christian Peeters, special counsel Scott Pink, counsel Courtney Byrd, James Harrigan, Tom Oslovar, David Ribner, Lining Shan, and Brian Kenyon of O’Melveny & Myers LLP is acting as lead legal counsel to Textainer. Deutsche Bank is acting as financial advisor, Brian E. Chisling, Brian Gluck, Ryan R. Bekkerus, John D. Schueller, Tristan Brown, Linda Barrett, Jonathan Goldstein, Richard J. Jamgochian, Kelly Karapetyan, Lori E. Lesser, Michael R. Isby, Krista B. McManus and Jonathan Lindabury of Simpson Thacher & Bartlett LLP is acting as lead legal counsel to Stonepeak.Stonepeak Partners LP completed the acquisition of Textainer Group Holdings Limited (NYSE:TGH) from Dimensional Fund Advisors LP, Donald Smith & Co., Inc. and others on March 14, 2024.

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