Dechert Advises T. Rowe Price on its US$4.2 Billion Acquisition of Oak Hill Advisors

Dechert is advising T. Rowe Price Group in its definitive agreement to purchase Oak Hill Advisors, an alternative investment firm with US$53 billion of capital under management across its private, distressed, special situations, liquid, structured credit, and real asset strategies.

Under the terms of the transaction, T. Rowe Price will acquire 100% of the equity of OHA and certain other entities that have common ownership for a purchase price of up to approximately US$4.2 billion, with US$3.3 billion payable at closing, approximately 74% in cash and 26% in T. Rowe Price common stock, and up to an additional $900 million in cash upon the achievement of certain business milestones beginning in 2025. The purchase price includes the retirement of OHA debt outstanding at closing. Excluding amortization of intangibles and the expense impact of the earnout, the transaction is expected to be accretive to T. Rowe Price diluted earnings per share by a low-to-mid single digit percentage in 2022.

T. Rowe Price is a global investment management organization with US$1.61 trillion in assets under management as of September 30, 2021. The organization provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries. The company also offers a variety of sophisticated investment planning and guidance tools.

The Dechert team that advised T. Rowe Price includes corporate partners Ken Young, Michael Darby and Jonathan Angell, and associates Ross MacConnell, Ranjini Ramesh, Laura Konkel, Anna Tomczyk, and law clerks Ryan Abercrombie and Evan Heller; financial services partners Richard Horowitz, Mark Perlow, Richard Frase, Michael Sherman, Susan Grafton and Michael Wong, counsel Simon Wright, and associates Paul Stevens, Amanda Liu, Lindsay Trapp; law clerks Elona Belokon and Colin Benthien; employee benefits partners Kevin Kay, Steven Rabitz and Howard Klein, and associate Jake Phillips; antitrust partner Clemens York and James Fishkin, counsels Beverly Ang and Michael Okkonen, and associate Thirith von Döhren; tax partner Joshua Milgrim, and associates Guen Park and Elizabeth Guidi; intellectual property partner Thomas Rayski, and associates Frank Hwang and Madeleine White; cybersecurity associate Hilary Bonaccorsi; litigation staff attorneys Aaron Kamsler and James Figorski; labor counsel Jeffrey Rubin, and real estate special counsel Francois Quintard-Morenas.

More details on the transaction are available in T. Rowe Price’s press release.

About Dechert 

Dechert is a leading global law firm with 22 offices around the world. We advise on matters and transactions of the greatest complexity, bringing energy, creativity and efficient management of legal issues to deliver commercial and practical advice for clients.