HarbourVest Partners, LLC through HarbourVest Global Private Equity Ltd. (LSE:HVPE) signed a definitive agreement to acquire portfolio of private equity fund interests and direct co-investments from Conversus Investment Partnership, L.P., a fund managed by Conversus Capital, L.P. (ENXTAM:CCAP) for $1.4 billion in cash on July 2, 2012. The purchase price does not reflect the net cash and directly held public equity securities owned by Conversus which totaled $66.4 million as of April 30, 2012. The purchase price is subject to adjustments primarily consisting of net portfolio cash flows subsequent to April 30, 2012. Conversus Capital, L.P. agreed to pay a termination fee of $14 million to HarbourVest Partners, LLC.

The qualifying Conversus unit holders will also be able to elect receive ownership interests in HarbourVest (roll-over option) in lieu of cash consideration. If Conversus unit holders elect to receive the roll-over option with respect to more than 49.9% of Conversus' units, there will be a pro-rata allocation. Holders who make no election or do not qualify to elect the roll-over option will receive cash consideration. The ownership interests in HarbourVest will not be listed on an exchange. Conversus will distribute the net proceeds received to its unit holders. In a related deal, Conversus reached an agreement to acquire Conversus Asset Management and Conversus Participation Company for $42.5 million in cash on July 2, 2012.

None of Conversus's Board of Directors or its investment manager made any recommendation to unit holders as to the form of consideration to elect. Conversus unit holders owning approximately 63% of the outstanding units gave their approval for the transaction which is not a condition to the closing. The transaction is subject to customary conditions, including receipt of various general partner consents with respect to some of Conversus' investments and Guernsey Financial Services Commission. After closing, Conversus intends to appoint a liquidator to wind up its remaining operations and make a liquidating distribution in accordance with Guernsey law. Upon completion of the liquidation, Conversus will cease to exist. The transaction is expected to be close in 2013.

J.P. Morgan Securities LLC acted as financial advisor and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Conversus Capital, L.P. Katherine Ashton, Matthew D. Saronson, David J. Schwartz, Cécile Beurrier, Vadim Ardatovski, Theodore Cardos, Michael K. McDonnell, Matthew Pincus and Christopher Salz of Debevoise & Plimpton, LLP acted as the legal advisors for HarbourVest Partners, LLC. Bernard Roelvink of De Brauw Blackstone Westbroek PC acted as legal advisor for HarbourVest Partners, LLC. NautaDutilh N.V. and Margaret Gibson, Stephen Hackney, Scott Moehrke, Andrej Wolf and Thomas Geraghty of Kirkland & Ellis International LLP acted as legal advisor for Conversus Capital, L.P. Marni Lerner and John Wang of Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC. Marco V. Masotti, Kenneth M. Schneider and Amran Hussein of Paul Weiss acted as legal advisor to Oak Hill Investment Management, L.P. Caroline Chan, Andrew Munro and Andy Lowe of Ogier Group LP acted as legal advisors for HarbourVest Partners, LLC. Dean Burau, J. Wade Challacombe, Megan Devaney, Margaret Frey, Dania Becker, Laura Pinzur, Julie Milligan, John Albers, and Bradley Mandel of acted as legal advisors for Conversus Capital, L.P.


HarbourVest Partners, LLC through HarbourVest Global Private Equity Ltd. (LSE:HVPE) completed the acquisition of portfolio of private equity fund interests and direct co-investments from Conversus Investment Partnership, L.P., a fund managed by Conversus Capital, L.P. (ENXTAM:CCAP) for $1.2 billion on December 31, 2012.