EQT Infrastructure Acquires Cleanaway in $6.5 Billion Takeover

How the deal came about

The final agreement concludes a persistent pursuit by EQT Infrastructure. The private equity firm initially approached Cleanaway with an unsolicited, non-binding proposal of A$3.00 per share earlier in the year. The Cleanaway Board rejected the initial approach. EQT subsequently negotiated the offer upward, submitting a revised non-binding indicative offer of A$3.13 per share in August 2026.

The final scheme consideration of A$3.095 reflects that A$3.13 figure, adjusted downward for Cleanaway’s final dividend of A$0.035 per share paid on 8 October 2026. Cleanaway shares surged nearly 20% to A$2.96 following the signing of the deed on 19 October 2026. The timing of EQT’s approach followed a period of softer earnings guidance from Cleanaway, which projected a FY2027 EBIT range of A$500 million to A$530 million. No rival or superior proposals emerged during the interim period.

Valuation and comparables

The transaction implies an enterprise value of approximately A$9.3 billion. Cleanaway confirmed in its 19 October 2026 exchange filing that the offer represents an implied enterprise value to FY2026 underlying EBIT multiple of approximately 20x. The offer premium sits at 34.5% against the three-month volume-weighted average price of A$2.33.

Market commentary provides contrasting views on the valuation multiples. A report by The Australian argued that investors could value Cleanaway closer to A$12 billion, or roughly A$4.00 per share, using North American waste disposal peer multiples. Those international comparables trade at approximately 14x EBITDA. Cleanaway operates as the largest waste management business in Australia, controlling irreplaceable landfill assets and national collection networks. Financial sponsors place high premiums on such asset scarcity.

Financing and structure

EQT will acquire 100% of Cleanaway’s issued ordinary shares via a court-supervised scheme of arrangement. The buyer will execute the transaction through Sedum Group Pty Ltd, a special purpose vehicle owned and controlled by funds managed and advised by EQT Infrastructure VI.

The transaction is fully equity-backed by the sponsor. The Scheme Implementation Deed contains no financing condition. EQT did not disclose specific debt syndication facilities or lender consortia. Cleanaway retains the right to declare and pay a fully franked special dividend before implementation. The company expects this special dividend to land between A$0.145 and A$0.190 per share, capped at an aggregate amount of A$0.19 per share. Any special dividend paid will reduce the final cash consideration proportionately.

Risks, conditions and key dates

The transaction relies on several regulatory and structural approvals. The parties agreed to mutual break fees of 1.0% of the equity value.

• Late 2026 to early 2027: Cleanaway expects to dispatch the scheme booklet to shareholders.
• February 2027: The target company aims to hold the shareholder meeting. The scheme requires approval from more than 75% of votes cast and a majority in number of voting shareholders.
• March 2027: The parties target full transaction completion.
• 1 June 2027: A ticking fee of A$0.0002 per share per day commences if implementation occurs after 31 May 2027.

Completion requires clearance from the Australian Competition and Consumer Commission and the Foreign Investment Review Board. The deal also requires competition clearances in Kuwait and Saudi Arabia. The Federal Court of Australia must approve the scheme, and an Independent Expert must conclude that the transaction serves the best interests of shareholders. The contract includes a material adverse change clause. The deed defines a material adverse change as an EBITDA decline of A$123 million or more, or a net asset decline of A$300 million or more.

Where reports disagree

Financial media outlets and company filings present conflicting figures regarding the enterprise valuation and the ticking fee structure. Reuters and PE Hub reported the enterprise valuation at approximately US$6.5 billion on 19 October 2026. Investing.com reported the conversion on the same day at US$6.48 billion.

The domestic enterprise value also shifted between announcements. Cleanaway’s initial non-binding proposal announcement on 13 August 2026 cited an enterprise valuation of approximately A$9.4 billion prior to dividend deductions and debt adjustments. The final 19 October 2026 filing cited approximately A$9.3 billion.

The ticking fee timeline changed during negotiations. Cleanaway’s August 2026 market update originally specified that the ticking fee would apply if completion occurred after 31 March 2027. The final Scheme Implementation Deed pushed this date back, stating the fee only accrues if implementation occurs after 31 May 2027.