An investor group led by Permira Advisers LLC, Hellman & Friedman LLC, Abu Dhabi Investment Authority and GIC Pte. Ltd. entered into a definitive agreement to acquire Zendesk, Inc. (NYSE:ZEN) from Capital World Investors, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for approximately $10 billion on June 24, 2022. The transaction is an all-cash transaction that values Zendesk at approximately $10.2 billion. Under the terms of the agreement, Zendesk shareholders will receive $77.5 per share. Hellman & Friedman and Permira have arranged for debt and equity financing commitments for the purpose of financing the transaction. Funds advised by the Investors have committed to an aggregate equity contribution equal to $6.32 billion on the terms and subject to the conditions set forth in an equity commitment letter. The investor group's debt commitments to finance in part the transaction include a $3.75 billion senior secured term loan facility and a $350 million senior secured revolving credit facility on the terms set forth in a debt commitment letter. The investor group's preferred equity commitments to finance in part the transactions contemplated by the Merger Agreement consist of $500 million of Series A preferred equity on the terms set forth in a preferred equity commitment letter. Zendesk is required to pay the investor group a termination fee of $254 million in cash upon termination of the Merger Agreement under specified circumstances. The Merger Agreement also provides that a reverse termination fee of $610 million will be payable by the investor group to Zendesk under specified circumstances. Upon closing of the transaction, Zendesk will operate as a privately held company. The completion of the transaction is subject to the affirmative vote of holders of a majority of the outstanding shares of Zendesk Common Stock, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals, including from the Committee on Foreign Investment in the United States. The consummation of the transaction is not subject to any financing condition. The Board of Directors of Zendesk has unanimously approved the transaction and have resolved to recommend that Zendesk's stockholders approve the adoption of the Merger Agreement. The Board of Directors of the investor group have also approved the transaction. On August 1, the waiting period under the antitrust review process in the U.S. expired. The transaction is expected to close in the fourth quarter of 2022. Qatalyst Partners and Goldman Sachs & Co. LLC acted as financial advisors and fairness opinion providers to Zendesk. Steven A. Rosenblum, Ronald C. Chen and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz acted as the legal advisors to Zendesk. Morgan Stanley & Co. LLC acted as the financial advisor to the investor group. Brian Mangino and Amber Banks of Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisors to the investor group and to Permira. Atif Azher, Brian Steinhardt, Matthew Farrell, William B. Brentani, Jonathan Lindabury, Robert Guo and Russell Light of Simpson Thacher & Bartlett LLP acted as the financing counsel to the investor group in obtaining the debt commitments for financing of the transaction. Kirkland & Ellis LLP acted as the legal advisor to Hellman & Friedman. Michael Benjamin, Nicole Fanjul, Paul Bonewitz, Peter Sluka, Josh Holt, Jason Ewart, Conray Tseng, Noah Weiss, Bryce Kaufman Pamela Kellet, Stelios Saffos, Peter Sluka, Michael Saliba, Jocelyn Noll, Bora Bozkurt, Bradd Williamson, Michael Benjamin, Matthew Salerno, Joshua Marnitz, Larry Safran, Linda Inscoe, Joe Farrell and Robert Brown of Latham Advises on Financings in Zendesk. Computershare acted as transfer agent to Zendesk. MACKENZIE PARTNERS, INC. acted as proxy solicitor to Zendesk. Zendesk estimates that it will pay MacKenzie a fee of approximately $50,000, plus reimbursement for certain out-of-pocket fees and expenses.