Kaseya Inc. entered into a definitive agreement to acquire Datto Holding Corp. (NYSE:MSP) from a group of shareholders for $6 billion on April 11, 2022. Under the terms of the agreement, Datto stockholders will receive $35.5 per share in a transaction which values Datto at approximately $6.2 billion. The all-cash transaction will be funded by an equity consortium led by Insight Partners, with significant investment from TPG Capital and Temasek, and participation from investors including Sixth Street. Financing for the transaction is being provided by Golub Capital, Blackstone Credit, Ares Management Credit Funds, Owl Rock Capital, Oak Hill Advisors, and Carlyle Global Credit. Both Kaseya and Datto will operate completely independently until the transaction has been finalized. Upon completion of the transaction, Datto's common stock will no longer be listed on the New York Stock Exchange. Kaseya shall pay a termination fee of $371.3 million to Datto, while Datto shall pay a termination fee of $185.7 million to Kaseya.

The transaction is subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals. In addition to unanimous board approval, shareholders holding in aggregate approximately 70% of the issued, the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act, certain other approvals and clearances by government authorities and outstanding shares of common stock of Datto have approved the transaction by written consent. No further action by other Datto shareholders is required to approve the transaction. Kaseya board of directors approved the execution of the agreement. As of April 28, 2022, the Board of Directors of Datto have postponed its 2022 Annual Meeting of Shareholders previously scheduled for May 5, 2022, to a date to be determined at a later time. The transaction is expected to close in the second half of 2022.

Scott Kamran, Sunil Koshie and Pranav Goel of Evercore acted as the financial advisor and Morgan D. Elwyn, Matthew J. Guercio, Claire E. James, Rose Ohanesian and Jacob Kleinman of Willkie Farr & Gallagher LLP acted as the legal advisor to Kaseya. George Boutros, Ethan Zweig, Nadir Shaikh and Nikhil Raheja of Qatalyst Partners, L.P. acted as the financial advisor and fairness opinion provider and David M. Klein, Daniel E. Wolf, Chelsea N. Darnell, Stephen M. Jacobson, Robert Goedert and Douglas F. Tedeschi of Kirkland & Ellis LLP acted as the legal advisor to Datto Holding Corp. David Tarr, Brian Krause and Kevin Colan of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as financing legal advisors to Kaseya. Nicholas A. Palumbo, Jason Kyrwood and Meyer Dworkin of Davis Polk & Wardwell LLP acted as the legal advisors to the financing sources. Jay Freedman, James Davis, Andrea Conzatti, Alyson Gal and Jonathan Klarfeld of Ropes & Gray LLP acted as TPG's and Sixth Street's legal advisor. C. Andrew Gerlach, David C. Spitzer, Mehdi Ansari, Juan Rodriguez and Mehdi Ansari of Sullivan & Cromwell LLP acted as Temasek's legal advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Insight Partners and its portfolio company Kaseya on the financing aspects of Kaseya's acquisition of Datto. American Stock Transfer & Trust Company, LLC acted as the transfer agent to Datto.