Investment funds managed by Clayton, Dubilier & Rice, LLC and KKR & Co. Inc. (NYSE:KKR) entered into a definitive agreement to acquire Cloudera, Inc. (NYSE:CLDR) from Icahn Partners Master Fund LP, a fund managed by Icahn Capital LP and others for $4.7 billion on June 1, 2021. Under the terms of the agreement, Cloudera Shareholders will receive $16 per share in cash. Each outstanding, vested, and unexercised option to purchase Cloudera common stock shall be cancelled, with the holder of such option becoming entitled to receive the cash consideration based on the difference between the exercise price and the cash consideration. Each award of restricted stock units will be cancelled and will receive the cash consideration. The agreement contains a 30-day “go-shop” provision that allows the Cloudera to, among other things, initiate, solicit, encourage, and engage in discussions or negotiations with respect to acquisition proposals. In the event that the Cloudera receives an offer or proposal from a third party that constitutes an acquisition proposal during the 30-day window that would reasonably be expected to lead to a superior proposal, then the go-shop period will be extended for an additional 10 days with respect to such third party to allow the Cloudera to continue to engage in discussions and negotiations with such third party. Clayton, Dubilier & Rice (CD&R) and KKR have secured committed financing, consisting of a combination of equity financing to be provided by investment funds affiliated with CD&R and KKR on the terms and subject to the conditions set forth in equity commitment letters provided by such funds and debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in a debt commitment letter of $2.39 billion. CD&R Funds and the KKR Funds have provided equity commitment of $3 billion. If the merger is consummated, Cloudera's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. If the agreement is terminated in connection with the Cloudera entering into an alternative acquisition agreement in respect of a Superior Proposal entered into during the “go-shop” period, the termination fee payable Cloudera to CD&R and KKR will be approximately $92.5 million and under other circumstances, Cloudera will pay CD&R and KKR approximately $170 million as termination fee. A termination fee of approximately $290 million will become payable by CD&R and KKR.

On August 30, 2021, Cloudera announced that Chief Financial Officer, Jim Frankola, will transition to a newly created position, Strategic Advisor, upon closing of the transaction with CD&R and KKR. Kevin Cook, currently Senior Vice President, Finance will succeed Jim Frankola as Chief Financial Officer and Chief Product Officer, Arun Murthy, will depart Cloudera effective immediately.The transaction is subject to approval of the Cloudera's stockholders, the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other approvals, clearances or expirations of waiting periods under other antitrust laws, approvals, clearances or expirations of waiting periods under foreign investment screening laws, absence of any order or injunction prohibiting the consummation of the merger, subject to customary materiality qualifiers, the accuracy of the representations and warranties contained in the merger agreement and compliance with the covenants contained in the merger agreement and no Cloudera Material Adverse Effect having occurred since the date of the merger agreement. The Board of Directors of Cloudera unanimously approved the transaction and recommend the shareholders to adopt the agreement. As on July 15, 2021, the applicable waiting period under the HSR Act expired. The transaction is not subject to a financing condition. Icahn Partners Master Fund LP, a fund managed by Icahn Capital LP entered into voting agreement to vote their shareholding of 18% in favor of the transaction. As of August 11, 2021, KKR & Co (NYSE:KKR) and Clayton, Dubilier & Rice LLC have received unconditional approval from the European Commission. As of August 25, 2021, Cloudera shareholders approved the transaction. The transaction is expected to be close in the third quarter 2021. As of August 30, 2021, the transaction is expected to close in the second half of 2021.

Morgan Stanley & Co LLC acted as exclusive financial advisor and fairness opinion provider to the Board of Directors of Cloudera and Cloudera. Tad J. Freese, James Metz, Grace Lee, Anthony Klein, Mandy Reeves, Kelly Fayne, Jana Dammann de Chapto, Mark Morris, Tomas Nilsson, Robert Blamires and Mark M. Bekheit of Latham & Watkins, LLP acted as legal advisors to Cloudera. GCA Advisors, LLC, BofA Securities, William Blair & Company, L.L.C., Perella Weinberg Partners LP, Cowen, Citigroup Inc. and J.P. Morgan acted as financial advisors to CD&R and KKR. Richard J. Campbell, Eric Wedel, Ben Steadman, Tushin Shah, Leo Greenberg, David Klein, and Chelsea Darnell of Kirkland & Ellis, LLP and Jeffrey Ross of Debevoise & Plimpton LLP acted as legal advisors to CD&R and KKR. J.P. Morgan, Bank of America, and KKR Capital Markets have committed to providing debt financing for the transaction. Bill Sheehan and Nancy Mehlman of Simpson Thacher & Bartlett LLP acted as legal advisor to JPMorgan Chase & Co. MacKenzie Partners, Inc. acted as information agent to Cloudera and was paid a fee of $18,500. Computershare Llc acted as transfer agent to Cloudera. Morgan Stanley & Co. LLC will receive a fee of $58 million for its services, of which, $2.5 million shall be paid for its fairness opinion.

Investment funds managed by Clayton, Dubilier & Rice, LLC and KKR & Co. Inc. (NYSE:KKR) completed the acquisition of acquire Cloudera, Inc. (NYSE:CLDR) from Icahn Partners Master Fund LP, a fund managed by Icahn Capital LP and others on October 8, 2021. Cloudera common stock has ceased trading and is no longer listed on the New York Stock Exchange. Chief Executive Officer, Rob Bearden will continue to lead Cloudera. In connection with the transaction, each of the members of the board of directors of Cloudera including Robert Bearden, Paul Cormier, Peter Fenton, Gary Hu, Kevin Klausmeyer, Jesse Lynn, Rosemary Schooler and Michael A. Stankey, ceased serving in such capacity. Robert Bearden and David Howard were appointed as directors of Cloudera.