Acasta Enterprises Inc. agreed to acquire Ardán Aero Holdings Limited, Aviation Finance Company Limited, 51% stake in Aviation Finance Corporation LLC, Cleggan, 67% stake in Guardian Aircraft One Limited, Guardian Aircraft Three Limited, Guardian Holdings Limited, Infrastructure Finance & Trade Limited, Stellwagen Capital Limited, Stellwagen Technology Limited from Stellwagen Finance Company Limited for approximately $220 million on November 10, 2016. The purchase price payable for the Stellwagen Entities is equal to US$235.7 million, plus the amount of cash reinvested in the Stellwagen entities prior to Closing, less the minority interests consideration and will be subject to adjustments related to working capital, net cash and certain specified dividends. The Stellwagen purchase price is to be satisfied by a cash amount equal to $75.4 million plus the value of certain amounts of Reinvested Cash; and the balance by the issuance of Class B Shares. If redemptions exceed the cash required by Acasta, SFCL will subscribe for up to $10 million of Class B Shares on a pro rata basis with the Apollo Vendors. SFCL is also entitled to receive an earnout equal to 8.5 times the three year average excess of actual adjusted net income over a targeted net income multiplied by 50%, for one of 2019, 2020 or 2021 (at SFCL’s choosing). The Stellwagen Earn-Out can be settled in either cash or Class B Shares, with 90% of such settlement to be determined by Acasta and 10% to be determined by Stellwagen. If the Stellwagen Purchase Agreement is terminated, Acasta will reimburse SFCL for its reasonable legal, tax and accounting fees and expenses (other than financial advisory fees and expenses) incurred in connection with the transactions contemplated by the Stellwagen Purchase Agreement to a maximum of $0.75 million. The completion of the transaction is conditional on the execution and delivery of lock-up agreements, and a registration rights agreement, and an agreement with respect to certain excluded assets; OSC and TSX approval of the acquisition, together with any other acquisition by Acasta, to qualify as Acasta’s “qualifying acquisition”; approval of the acquisition by Acasta’s shareholders; net redemptions of Class A Restricted Voting Shares not exceeding the amount required to close the acquisition; completion of the Stellwagen reorganization and concurrent closing of the acquisition of minority interests; execution of a subscription agreement by Acasta investing $100 million in investment vehicles managed by Stellwagen; and other usual and customary conditions for transactions of this nature. Conditional approval from the TSX shall have been obtained by Acasta with respect to the listing of the Acasta shares issued as share consideration and issued in settlement of the Earn-out, if any. As of December 5, 2016, Institutional Shareholder Services Inc. recommended approval of Acasta Enterprises Inc.'s acquisition. Acasta's special meeting of shareholders to approve the Qualifying transaction is scheduled for December 20, 2016. On December 20, 2016, the transaction has been approved by the shareholders of Acasta Enterprises Inc. The transaction is expected to be completed on January 3, 2017. On December 9, 2016, the companies received early termination notice of anti-trust approval waiting period. On December 16, 2016, Acasta increased the size of the private placement of Class B shares and received sufficient proxies for approval of the transaction on December 20, 2016. Stephen Pincus, William Gorman, Kari MacKay, Celia Rhea, Michelle Vigod, Dan Dedic (partner), Elizabeth Mpermperacis, Jon Northup, Susan Garvie, Catherine Lyons, Amalia Berg, John Alton, Jeffrey Shore and Francy Kussner of Goodmans LLP acted as legal advisor to Acasta while BMO Capital Markets, Canaccord Genuity Corp., and TD Securities acted as financial advisors to Acasta. Cassels Brock & Blackwell LLP acted as legal advisor to Apollo. Nigel Goldsworthy, Ben Higson, Catherine Lah, Nothando Malaba and Ben Coleman of Hogan Lovells International LLP and Blake, Lawrence D. Wilder, Tom Koutoulakis, Zohar Barzilai, Stefanie Sebanc, Luke Woolford, Emily Larose, Signe Leisk, Adrianna Pilkington, Jonathan Freeman, Kristin Taylor and Michael Mahoney of Cassels & Graydon LLP acted as legal advisors to Stellwagen Finance Company Limited. Joel Scoler, Tim Baron and Peter Martorelli of Davies Ward Phillips Vineberg LLP acted a s legal advisor for the underwriters, being Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank, in connection with Acasta Enterprises Inc. acquisition of Stellwagen Finance Company Limited. Fried, Frank, Harris, Shriver & Jacobson LLP advised Goodmans LLP in US. Acasta Enterprises Inc. completed the acquisition of Ardán Aero Holdings Limited, Aviation Finance Company Limited, 51% stake in Aviation Finance Corporation LLC, Cleggan, 67% stake in Guardian Aircraft One Limited, Guardian Aircraft Three Limited, Guardian Holdings Limited, Infrastructure Finance & Trade Limited, Stellwagen Capital Limited, Stellwagen Technology Limited from Stellwagen Finance Company Limited on January 3, 2017.