Ann: Origin signs binding Scheme Implementation Deed, page-10

Another article from today's AFR. It suggests that the FIRB and ACCC won't make a decision until early next year?!

Private equity plugs $4.5b gap in Brookfield-Origin deal

Aaron WeinmanInvestment banking correspondent
Updated Mar 28, 2023 – 12.40pm, first published at 12.02pm
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Private equity firm EIG Partners’ MidOcean Energy has snared almost $US3 billion ($4.5 billion) in debt from seven banks to support its acquisition of Origin Energy.
The bridge financing is being provided by UBS, Westpac, SMBC, Standard Chartered, RBC Capital Markets, Deutsche Bank and Societe Generale, two people told The Australian Financial Review.

MidOcean is expected to syndicate some $4.5 billion in debt either to the broader term loan or bond markets to fund its share of the Origin Energy purchase.  Bloomberg
The deal for bridge debt comes as EIG and Brookfield Asset Management finally signed their $18.2 billion purchase of Origin, five months after commencing due diligence.
MidOcean Energy’s debt financing is expected to serve as a financial buffer for the acquisition as it awaits a decision from the Australian Competition and Consumer Commission and Foreign Investment Review Board.

The ACCC and FIRB are not expected to make a final decision on the acquisition until early next year.
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Meanwhile, the seven banks could structure a longer-tenored financing in the form of a term loan and syndicate the debt commitments to other banks in Asia, the people familiar with the deal said.
Another option was to eventually move this debt off the banks’ balance sheets and sell it in the form of bonds overseas.
Brookfield has brought in Singaporean sovereign wealth fund GIC and investment giant Temasek as co-investors in its portion of the Origin acquisition.
The Origin suitors – including EIG’s London-based managing director De la Rey Venter – flew into Sydney at the weekend to seal an agreement with the target.
Under the terms of the deal, Brookfield will acquire Origin’s electricity and gas retailing arm and its power generation assets, while EIG intends to buy Origin’s stake in the Australia Pacific Liquefied Natural Gas project in Queensland.
Long time coming


Brookfield and EIG first approached Origin Energy’s board with a $7.95-a-share offer in August, which was rejected.
They secured due diligence with an offer at $9 a share, but negotiations hit a snag when the federal government stated its intentions to apply caps to the gas sector. This led to an expiration of the due diligence period.
The bidders returned with a revised $8.90 per share bid in February, which was accepted.
The transaction, the largest announced merger and acquisition deal of 2022, is considered a crucial investment in Australia’s energy transition goals.
Under Brookfield’s ownership, Origin’s gas and electricity retailing arm is expected to introduce more renewable power sources and decrease its reliance on dirtier energy sources such as coal, Brookfield chairman Mark Carney has said./
UBS and JPMorgan are financial advisers to EIG; Citi and MUFG are working with Brookfield; and Origin is being advised by local firms Jarden and Barrenjoey.