Insight Venture Management, LLC and Clearlake Capital Group, L.P. entered into a definitive agreement to acquire Alteryx, Inc. (NYSE:AYX) from a group of shareholders for $3.7 billion on December 18, 2023. Under the terms of the transaction, Alteryx stockholders will receive $48.25 per share in cash for each share of Alteryx Class A or Class B common stock. The all-cash transaction is valued at $4.4 billion, including debt. Pursuant to equity commitment letters, each dated December 18, 2023, investment funds managed by Clearlake and Insight (the ?Buyer Funds?) committed to provide Parent, at the consummation of the merger, with an equity contribution to pay the merger consideration. Upon completion of the transaction, Alteryx will become a privately held company and Alteryx's common stock will no longer be listed on any public stock exchange. Upon termination of the merger agreement under specified circumstances, Alteryx will be required to pay parent a termination fee of $135,000,000. There are no changes expected to the Alteryx name or branding before or after closing. No leadership changes in connection with the transaction are planned or contemplated at this time.

The transaction is subject to approval by Alteryx stockholders and the receipt of required regulatory approvals including the expiration or termination of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction was approved and recommended by an independent Special Committee of Alteryx's Board of Directors and then approved by Alteryx's Board of Directors. The Alteryx Board also resolved to recommend that Alteryx?s stockholders vote to adopt the merger agreement. The Board of Directors of Parent has also approved the agreement. The transaction is expected to close in the first half of 2024. As of March 13, 2024, the transaction has been approved by the European Commission.

Qatalyst Partners LP is acting as a financial advisor and due diligence provider to Alteryx and provided fairness opinion to Alteryx Board. Raj S. Judge, Martin W. Korman, Douglas K. Schnell, Remi P. Korenblit, Jackie Hamilton, Beau Buffier, Kimberley Biagioli, Adam Shevell, David S. Thomas, Gregory Hughes, Matthew (Matt) Staples, David Strong, Jason M. Storck, Susan P. Reinstra, Martin R. Sul, John Mao, Michael A. Rosati, Andrew Ralston, Jill M. Fulwiler, Joshua F. Gruenspecht, Seth Cowell, Anne E. Seymour, Amy L. Simmerman and James G. Griffin-Stanco of Wilson Sonsini Goodrich & Rosati, Professional Corporation and Michael Brown, Ran Ben-Tzur, David Michaels, Michael Pilo, Liz Gartland and Jonathan Millard of Fenwick & West LLP are serving as legal advisors to Alteryx. Houlihan Lokey, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC are serving as financial advisors to Clearlake and Insight. Mehdi Khodadad, Mark K. Castiglia, Daniel J. Belke, Nicholas M. Schwartz, Kristen L. Smith, Ken Daly, Vadim M. Brusser, Jamie M. Sadler, Stacy Crosnicker, Eric Kauffman, Peter McCorkell, William RM Long, Sheri Porath Rockwell, Dusan Clark, Rachel D. Kleinberg, Scott J.F. Goldstein, Sven De Knop, Jen Fernandez, Johnny G. Skumpija and Robert Mandell of Sidley Austin LLP are serving as legal advisors to Clearlake. Matthew J. Guercio and Erin Kinney of Willkie Farr & Gallagher LLP are serving as legal advisors to Insight. Qatalyst Partners provided the Special Committee with financial advisory services in connection with the merger for which it will be paid an aggregate amount currently estimated at approximately $50 million, subject to the closing of the merger, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and $150,000 of which was payable upon execution of the engagement letter. Equiniti Trust Company, LLC acting as transfer agent to Alteryx. Alteryx retained D.F. King & Co., Inc. to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $20,000, plus reasonable out-of-pocket expenses.

Insight Venture Management, LLC and Clearlake Capital Group, L.P. completed the acquisition of Alteryx, Inc. (NYSE:AYX) from a group of shareholders on March 19, 2024. Alteryx stockholders approved the deal on March 13, 2024.