Apollo Investment Fund X, L.P., managed by Apollo Global Management, Inc. agreed to acquire The Restaurant Group plc (LSE:RTN) from TRG Directors, Oasis Management Company Ltd., Irenic Capital Evergreen Master Fund LP and others for approximately £500 million on October 12, 2023. It is intended that the acquisition will be implemented by way of a Court-sanctioned scheme of arrangement. Under the terms of the acquisition, each TRG shareholder will be entitled to receive for each scheme share held £0.65 in cash. The cash consideration will be financed by (i) equity to be invested by the Apollo and (ii) third party financing provided by certain third party providers, including RBC, of a £260,000,000 interim senior term facility under the interim facilities agreement. The offeror intends to work with the existing management and employees of TRG to support the business. Court meeting and General meeting is scheduled on November 27, 2023.

The TRG Directors unanimously recommended the scheme. The scheme is subject to TRG shareholders approval at the Court Meeting and at the General Meeting, sanctioning of scheme by the court, third part approval, applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA. The acquisition is currently expected to complete in early 2024. The Scheme is expected to become effective on December 21, 2023.

Mark Preston, Ed Boyce, Andrew Diggles and Samuel Jackson of RBCCapital Markets acted as sole financial adviser to Apollo. William Rucker, Louise Campbell and Adam Blin of Lazard & Co., Limited provided independent financial advice to the TRG Directors. Nick Reid, Hadleigh Beals and James Tookman of Centerview Partners UK LLP and Christopher Wren, James Ibbotson, Martin Weltman and Peter Catterall of Citigroup Global Markets Limited acted as financial advisor to TRG. Keir MacLennan, David Higgins, Chris Connolly, Kirsteen Nicol, Suroop Singh Kandola and Stephen Lucas of Kirkland & Ellis International LLP is acting as legal adviser to Apollo and David Johnson, Chris McGaffin, Sally Wokes, Phil Linnard, Philippa O'Malley, Matthew Tobin, Sarah Osprey, Jane Edwarde, Duncan Blaikie, Bertrand Louveaux and Alexander Chadd of Slaughter and May is acting as legal adviser to TRG. Karen Davies and Tim Rennie of Ashurst LLP, financial advisory arm acted as financial advisor to Apollo Global Management, Inc.

Apollo Investment Fund X, L.P., managed by Apollo Global Management, Inc. completed the acquisition of The Restaurant Group plc (LSE:RTN) from TRG Directors, Oasis Management Company Ltd., Irenic Capital Evergreen Master Fund LP and others on December 21, 2023. The requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the requisite majority of TRG Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of TRG's articles of association. The TRG announced that the Court of Session in Edinburgh had sanctioned the Scheme arrangement. TRG Shares to trading on the London Stock Exchange plc's main market for listed securities were suspended.