Verscend Technologies Inc. (‘Verscend’) entered into a definitive agreement to acquire Cotiviti Holdings Inc. (NYSE:COTV) (‘Cotiviti’) from Advent International Corporation and other shareholders for $4.2 billion on June 19, 2018. Under the terms of the agreement, each issued and outstanding common stock of Cotiviti and each restricted stock and restricted stock unit will be cancelled and automatically converted into the right to receive $44.75 in cash, without interest and less any required withholding taxes. Each option to purchase shares of Cotiviti common stock that is outstanding will be converted into the right to receive a cash payment equal to the product of the $44.75, net of the exercise price and subject to applicable tax withholding. Verscend will assume all of Cotiviti’s outstanding debt, resulting in an enterprise value of approximately $4.9 billion. Verscend has obtained financing commitments for the purchase. The Veritas Capital Fund VI LP has committed to capitalize Verscend with an aggregate equity contribution of up to $790 million, subject to the terms and conditions set forth in an equity commitment letter. JPMorgan Chase Bank NA has agreed to provide Verscend with debt financing in an aggregate principal amount of up to $4.6 billion on the terms set forth in a debt commitment letter. Additionally, Verscend have received a preferred equity commitment in an amount of up to $575 million on the terms set forth in a preferred equity commitment letter. Post-closing, the Cotivivi will continue as a wholly owned subsidiary of Verscend. In case of termination, Cotiviti may be required to pay Verscend a termination fee of $100 million under certain specified circumstances and Verscend may be required to pay Cotiviti a termination fee of $217.5 million under certain specified circumstances. The transaction is subject to customary closing conditions including approval of Cotiviti’s shareholders and any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated. The transaction was unanimously approved by Board of Directors of Cotiviti. The Board of Directors of Verscend Technologies approved the transaction. As of July 13, 2018, the transaction got early termination notice from Federal Trade Commission. The merger is not conditioned on Verscend's receipt of the financing. In conjunction with the transaction, Advent International entered into a voting agreement whereby it agreed to vote its shares representing approximately 44% of Cotiviti’s voting power in favor of the transaction. As of July 23, 2018, a special meeting of shareholders of Cotiviti is scheduled to be held on August 24, 2018 for the purpose of approval of the transaction. The transaction is expected to close during the fourth quarter of 2018. As of August 24, 2018, Cotiviti’s shareholders voted to approve the proposed merger. Approximately 99% of the votes cast at the meeting voted to approve the merger, representing approximately 90% of the outstanding shares of Cotiviti common stock entitled to vote on the merger. The transaction is expected to close on August 27, 2018. Peter van der Goes, Naomi Leslie and Michael Rimland of Goldman Sachs & Co. LLC and Karl Palasz, Steve Tole, Joe Schauenberg, Kunal Jain, Luiz Greca, Mike Powell, Kirsten Prost and Victor Lu of William Blair & Company, L.L.C. acted as financial advisors to Cotiviti. Thomas Malone, Charles Ruck, Javier Stark, Allison Eitman, Marc Klepner, Barbara Leonard, Scott Becker, Christopher Martinez, Joshua Tinkelman, David Raab, Lisa Watts, Alan Kimball, Laurence Seymour, Michelle Carpenter, Nineveh Alkhas, Megan Ampe, Steven Betensky, Jia Jia Huang, Peter Jackson, Karen Silverman, Farrell Malone, Brady Cummins, Blair Connel, Betsy Mukamal, Karen Ritter, Betty Pang, Heather Deixler, David Langer, Christopher Antonacci of Latham & Watkins LLP acted as legal advisors to Cotiviti. Kenneth M. Wolff, David Kitchen, Leila Sayegh, Jonathan Conigliari, Erica Schohn, Michelle Gasaway, Nicholas A. Klein, Kenneth Schwartz and June S. Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors and Morgan Stanley & Co. LLC acted as financial advisor to Veritas Capital and Verscend. Cotiviti has agreed to pay Goldman Sachs for its services a transaction fee of approximately $32.3 million, all of which is contingent upon consummation of the transaction. Cotiviti has also agreed to pay William Blair an aggregate fee estimated at approximately $3.6 million, of which $2.1 million is contingent upon consummation of the transaction and $1.5 million is an opinion fee paid upon delivery of the fairness opinion. American Stock Transfer & Trust Company served as the transfer agent to Cotiviti in connection with the merger. JPMorgan acted as financial advisor to Verscend Technologies. Houlihan Lokey provided a fairness opinion to Veritas Capital Management LLC, parent of Verscend Technologies.