DCC Energy has agreed to a recommended £5.75 billion, or approximately $7.7 billion, all-cash acquisition by a consortium led by KKR and Energy Capital Partners, which would end its run as a publicly listed company if the deal is completed. Gibson Dunn is acting as counsel to KKR and co-counsel to the consortium on the transaction, which represents KKR’s largest public-to-private deal in Europe in more than a decade.
Under the terms of the agreement, DCC Energy shareholders will receive 6,525 pence per share in cash, plus a previously declared final dividend of 147.22 pence per share, for a total value of 6,672.22 pence per share, equivalent to roughly $87.17 per share plus a $1.97 per share dividend. Shareholders could receive up to an additional 125 pence per share, or $1.67, if DCC completes the sale of its Nexora technology business above specified thresholds before a long-stop date, lifting the maximum offer value to 6,797.22 pence per share. The base offer and dividend represent a 24 percent premium to DCC Energy’s undisturbed closing share price and a premium of more than 36 percent to the group’s closing price on April 28, the day before it received the consortium’s initial approach.
The agreed price marks the consortium’s third offer for the company and roughly $1 billion above its original June proposal. DCC had rejected the consortium’s initial £4.95 billion bid as undervaluing the company, prompting KKR and Energy Capital Partners to return with a sweetened £5.7 billion offer that DCC signaled support for in June, before KKR raised it further. Two of DCC’s largest investors, Aviva Investors and Fidelity International, had previously opposed the deal on valuation grounds, but DCC CEO Donal Murphy said the board was confident of shareholder support, noting that one of the opposing shareholders had sold down a significant portion of its stake at a lower price than the consortium’s current offer.
DCC Energy, a Dublin-headquartered, London-listed constituent of the FTSE 100, is one of Europe’s largest energy distribution businesses, supplying LPG, fuel oils, and other energy products across multiple international markets. The company has spent recent years simplifying its portfolio since launching its strategy in 2022, divesting its healthcare and InfoTech divisions and pursuing the sale of its remaining Nexora technology business, as it steps up acquisitions in Europe’s liquid gas markets. For KKR and Energy Capital Partners, the acquisition expands already significant investments in energy infrastructure; ECP specializes in energy transition infrastructure and counts Grain LNG among its UK holdings, while KKR has invested billions of dollars globally in power generation, LNG, and energy services businesses.
The proposed acquisition remains subject to the satisfaction, or where appropriate waiver, of certain conditions, including approval by DCC Energy’s shareholders and receipt of regulatory clearances.
Support: The Gibson Dunn team advising on the deal is led from London by corporate partners Will McDonald and Federico Fruhbeck, supported by partner Jakob Egle, of counsel James Addison, Gisele Zouein, and Tom Barker, and a team of associates.
KEY QUOTES:
“We’ve simplified the group, spent a huge amount of time on the investor relations circuit and that really hasn’t translated into the value that private capital is willing to put on our business.”
Donal Murphy, CEO, DCC Energy
“We are proud to be advising KKR on this landmark transaction. A public-to-private acquisition of this scale for a London-listed group with operations spanning Europe and North America demands the seamless integration of public M&A, private equity, antitrust, and tax expertise across multiple jurisdictions. That is precisely where Gibson Dunn’s global platform and our long-standing relationship with KKR set us apart.”
Will McDonald, Co-Head of Gibson Dunn’s Cross-Border M&A Practice
“The partnership we have with KKR and its infrastructure portfolio is going from strength to strength, as this proposed acquisition demonstrates. Along with our deep understanding of and familiarity with KKR as a client, our prowess in advising on global energy projects and transactions is a key element in delivering on major deals in the energy and infrastructure sectors.”
Federico Fruhbeck, Co-Chair of Gibson Dunn’s Projects and Infrastructure Practice Group and Co-Head of Private Equity in Europe
