GS II (GSAH) Pre-Announces Redemptions with Mirion Technologies

GS Acquisition Holdings Corp II (NYSE:GSAH) pre-announced its redemption amounts this morning in a press release ahead of its shareholder meeting tomorrow to vote on its combination with nuclear services and radiology firm Mirion Technologies (“Mirion”).

Approximately 26.1% shares were redeemed in connection to the business combination, but the deadline for stockholders to withdraw any election to redeem their shares will be tomorrow, October 19 at 5:00 p.m. GSAH reported that the transaction is expected to generate approximately $554 million from its trust, $900 million from a PIPE, and $830 million from a senior secured term loan financing.

A portion of the proceeds will be used to pay $1.3 billion to existing Mirion stockholders, to refinance approximately $909 million of existing Mirion third-party debt and to pay transaction expenses.

Assuming the merger is approved at tomorrow’s meeting, GSAH expects to close the deal on Wednesday, October 20. The combined company’s stock and public warrants are expected to begin trading on the New York Stock Exchange under the symbols “MIR” and “MIRW”, respectively.

The parties initially announced the $2.6 billion deal on June 17. San Ramon, California-based Mirion provides radiation detection equipment and services to sectors ranging from nuclear power generation to defense and nuclear medicine.

ADVISORS

• Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GSAH.
• Lazard Ltd. and HSBC acted as financial advisors to Charterhouse and Mirion.
• Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. are providing committed debt financing in support of the transaction.
• Weil, Gotshal & Manges LLP acted as legal advisor to GSAH.
• Davis Polk & Wardwell LLP acted as legal advisor to Mirion
• Freshfields Bruckhaus Deringer LLP acted as legal advisor to Charterhouse.
• Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC as lead placement agent.
• Milbank LLP acted as legal advisor to Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc.