Thomas H. Lee Partners, L.P. entered into a definitive agreement to acquire Semiconductor Solutions Group Business of Brooks Automation, Inc. (NasdaqGS:BRKS) for $3 billion on September 20, 2021. The consideration is paid in cash and is subject to adjustments for working capital and other items. The Purchaser has obtained equity financing commitments from investment funds affiliated with THL and debt financing commitments from Barclays Bank PLC, Goldman Sachs Bank USA, Credit Suisse AG and Credit Suisse Loan Funding LLC to fund purchase of the Automation Business. The automation business reported approximately $613 million in revenue, operating profit of $125 million and adjusted EBITDA of $146 million in the last twelve months ended June 30, 2021. The semiconductor automation business will transition to the ownership of THL along with the Brooks Automation name and brand. Thomas H. Lee Partners will be required to pay Brooks a termination fee of $150.0 million in cash. The transaction is subject upon satisfaction of customary closing conditions and regulatory approvals, the waiting period under the HSR Act shall have expired or been terminated, certain other governmental and third-party consents. The transaction is expected to close in the first half of calendar year 2022. Transaction proceeds will be used to accelerate growth of life sciences business. In connection with the transaction, Evercore acted as the exclusive financial advisor and Michael L. Fantozzi, Esq., Robert E. Burwell, Esq. and Daniel T. Kajunski, Esq of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal counsel to Brooks Automation. Cole Parker; John Kosir; Ted M. Frankel; Gardner Bell; Jerome P. Hughes, Eric J. Wedel, P.C.; Matthew N. Leist; Matthew Kita; Sehj M. Vather; Dean Shulman, P.C.; Liz Allison; Daniel Lewis, P.C.; Matt Darch; Melissa Moreno; Michael A Schulman; Jaime B. Wamble; Maureen D. O'Brien; Theodore D. Brown; Michael G. Falk, P.C.; Lauren Cates; Roberto S. Miceli; Daniel Egel-Weiss; Michael Saretsky; Carleigh Trappe Rodriguez; Donna H. Ni; Mario Mancuso; Luci Hague; Carrie R. Schroll; Erika Krum; Matthew J. Reilly; Stephanie Greco; Matthew S. Wheatley; Sarah Jordan; Matthew Sinclair-Thomson; Sarah K. Lonvick; Jordan Goater of Kirkland & Ellis LLP acted as legal adviser and PricewaterhouseCoopers acted as accounting advisor to THL. Barclays PLC (LSE:BARC) served as a financial advisor for Thomas H. Lee Partners.