I Squared Capital, the Miami-based global infrastructure private equity fund, has agreed to acquire oOh!media Limited (ASX: OML) via a scheme of arrangement at an implied equity value of approximately AUD 898 million (approximately USD 631 million) and an enterprise value of approximately AUD 1.04 billion (approximately USD 733 million). The per-share consideration is AUD 1.70 in total. The transaction is expected to close in the fourth quarter of 2026, subject to shareholder, court, and regulatory approvals.

The AUD 1.70 per share price represents a premium of approximately 100% to oOh!media's unaffected share price as of April 28.

Buyer: I Squared Capital — a Miami-headquartered global infrastructure private equity fund with approximately $40 billion in assets under management. I Squared has previously invested in digital infrastructure, energy, transportation, and utilities across the Americas, Europe, and Asia-Pacific.

Target: oOh!media Limited — Australia's largest out-of-home (OOH) advertising company, with over 30,000 digital and static advertising assets across billboards, airports, rail, transit, shopping centers, and public spaces in Australia and New Zealand.

Equity Value: Approximately AUD 898 million / USD 631 million.

Enterprise Value: Approximately AUD 1.04 billion / USD 733 million.

Per Share Consideration: AUD 1.70 total.

Premium: Approximately 100% to the April 28 unaffected price.

Transaction Structure: Australian scheme of arrangement.

Expected Closing: Q4 2026.

The oOh!media acquisition represents a significant evolution in how infrastructure private equity funds define their investment universe. Traditional infrastructure assets — toll roads, airports, utilities, pipelines, data centers — are characterized by regulated or quasi-regulated revenues, long asset lives, and low correlation with economic cycles.

Out-of-home advertising infrastructure shares some of these characteristics. The economic value of oOh!media's business is not primarily derived from the advertising panels themselves, but from the long-term concession, landlord, and public authority agreements that give oOh!media the right to place and operate those panels in premium locations — airports, rail stations, shopping centers, and high-traffic public spaces. These agreements are the true infrastructure assets: they are long-term, location-specific, and difficult to replicate.

For I Squared, the oOh!media acquisition extends its infrastructure thesis into a new asset class: digital advertising infrastructure. The combination of long-term location agreements, recurring revenue from advertising contracts, and the ongoing digitization of static panels (which increases revenue per panel) creates an infrastructure-like return profile that fits I Squared's investment mandate.

The transaction is structured as an Australian scheme of arrangement rather than a conventional takeover bid. A scheme requires:

• Shareholder vote: A majority in number (headcount test) and 75% by value of shareholders voting must approve the scheme.
• Independent expert report: An independent expert must opine that the scheme is in the best interests of oOh!media shareholders.
• Court approval: The Federal Court of Australia must approve the scheme at a second court hearing after the shareholder vote.

The scheme structure gives the acquirer certainty of 100% ownership if approved (unlike a takeover bid, which can result in partial ownership), but requires a higher approval threshold and court involvement. The timeline from announcement to closing is typically longer than a conventional takeover bid.

As a U.S. private equity fund acquiring an Australian publicly listed company, I Squared's acquisition of oOh!media is subject to review by the Foreign Investment Review Board (FIRB) under Australia's Foreign Acquisitions and Takeovers Act. The FIRB review must be completed before closing.

oOh!media's operations include significant presence at Australian airports and other sensitive public infrastructure locations. This may attract additional scrutiny in the FIRB review, particularly given Australia's heightened foreign investment review standards for media and infrastructure assets. The FIRB review timeline should be built into the closing schedule as a critical path item.

oOh!media's advertising assets are operated under long-term concession agreements with airport operators, rail authorities, transit agencies, shopping center owners, and local governments. These agreements are the core value driver of the business. Due diligence must cover:

• Renewal risk: The remaining terms of major concession agreements and the likelihood of renewal. Airport and transit concessions are typically awarded through competitive tender processes, and there is no guarantee of renewal.
• Change-of-control provisions: Many concession agreements contain change-of-control provisions that require the consent of the counterparty (airport operator, transit authority, etc.) before the agreement can be assigned or the controlling shareholder can change.
• Revenue sharing: The financial terms of concession agreements, including minimum guarantees, revenue sharing arrangements, and CPI escalation clauses.

oOh!media's digital advertising panels require planning permits and regulatory approvals from local councils and state planning authorities. The transition from static to digital panels — a key driver of revenue growth — requires additional approvals in many locations. Due diligence should map the permit status of all digital panels and identify any locations where permit renewals or upgrades are pending.

Australia's media ownership laws may be relevant to the transaction, depending on how oOh!media's advertising activities are classified. Counsel should confirm whether any media-specific regulatory approvals are required in addition to the FIRB review.

The I Squared–oOh!media transaction is a useful reference point for cross-border infrastructure M&A in the Asia-Pacific region. The combination of an Australian scheme of arrangement, FIRB foreign investment review, and a complex concession portfolio creates a multi-layered regulatory and legal process that requires careful coordination across Australian and U.S. legal teams.

For U.S. investors considering infrastructure investments in Australia, the transaction also illustrates the importance of early engagement with FIRB — particularly for assets with significant presence at airports, transit hubs, or other sensitive public infrastructure locations.

ULF New York provides legal advisory services on cross-border M&A, infrastructure investments, and international transactions. This article is for informational purposes only and does not constitute legal advice.