Stonepeak Partners LP entered into a definitive agreement to acquire Textainer Group Holdings Limited (NYSE:TGH) for $2.1 billion on October 22, 2023. As per the terms of the transaction, the offer price per share is $50. 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. 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.

BofA Securities is acting as a financial advisor, 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.