We are advising Atairos on the recommended acquisition

Davis Polk is advising Atairos in connection with its $580 million recommended acquisition of the entire issued and to be issued share capital of Ocean Outdoor it does not already own. Ocean shareholders will receive $10.40 in cash for each ordinary share and, in lieu of this, may elect to receive unlisted securities in the new holding company of Ocean. In addition, Atairos has agreed to acquire the founder preferred shares held by the founder shareholders in Ocean. Certain management shareholders and the founder shareholders have agreed to roll a portion of their investment into unlisted securities in the new holding company of Ocean. The cash consideration will be financed by equity financing drawn down from certain investors in Atairos and debt financing in the amount of £140 million provided by certain funds management by Ares Management. The transaction, which will be implemented by way of a statutory merger under BVI law, is subject to regulatory and other customary approvals and conditions. It is expected that the merger will become effective in June 2022.

Atairos is an independent private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos provides a unique combination of active strategic partnership and patient long-term capital to high-potential companies and their management teams. Atairos launched in 2016 and has approximately $6.5 billion in equity capital. Atairos has offices in New York City, London and Philadelphia. Ocean Outdoor is a leading operator of digital out-of-home (DOOH) advertising across the United Kingdom, Northern and Continental Europe. Ocean’s network of 4,000+ screens covers seven countries and 351 cities with its technological capabilities delivering the most impactful and measurable DOOH brand and advertising experiences. Ocean’s portfolio comprises of some of the most iconic locations, such as the Piccadilly Lights and the BFI IMAX. Ocean’s ordinary shares are traded in the form of depositary instruments on the standard segment of the Main Market of the London Stock Exchange.

The Davis Polk corporate team includes partners Will Pearce, Harold Birnbaum and Dan Hirschovits and counsel Joseph Scrace and Jason Bassetti. The finance team includes partner Nick Benham, counsel Aaron Ferner and associate Claudia Herron. The tax team includes partner Jonathan Cooklin. The antitrust and competition team includes counsel Nicholas Spearing and Matt Yeowart. Members of the Davis Polk team are based in the London, New York and Northern California offices.