DigitalBridge Partners II, managed by DigitalBridge Group, Inc. (NYSE:DBRG) and IFM Global Infrastructure Fund, managed by IFM Investors Pty Ltd entered into a definitive agreement to acquire Switch, Inc. (NYSE:SWCH) from The Vanguard Group, Inc., City National Rochdale, LLC and others for $8.5 billion on May 11, 2022. DigitalBridge and IFM will acquire all outstanding common shares of Switch for $34.25 per share in an all-cash transaction valued at approximately $11 billion, including the assumption of debt. Upon completion of the transaction, Switch will no longer be traded or listed on any public securities exchange. Upon a termination of the Merger Agreement, (i) under certain circumstances, including in order to enter into a superior proposal, Switch, Inc. will be required to pay a termination fee to buyers of $260 million and (ii) under certain circumstances, including due to a breach of buyer's obligations under the Merger Agreement or buyer's failure to consummate the Mergers when required by the Merger Agreement, buyers will be required to pay a termination fee to Switch, Inc. of $693 million.

The transaction is subject to approval by Switch stockholders and the satisfaction of other customary closing conditions. Switch's Board established a special committee of Switch's Board consisting only of independent and disinterested directors of Switch, Inc. The transaction was approved by Switch stockholders on August 4, 2022. In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the transaction expired on July 28, 2022. The board of directors of acquirer approved the transaction. The transaction, which was unanimously approved by a special committee of the Switch Board of Directors, is expected to close in the second half of 2022. As of August 8, 2022, the transaction is expected to close in the fourth quarter of 2022. Debt financing for the transaction was led by TD Securities along with Joint Lead Arrangers and Joint Lead Bookrunners Societe Generale, RBC Capital Markets, and Citizens Bank, N.A.

Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to the Special Committee of the Board of Directors of Switch. Morgan Stanley & Co. LLC acted as financial advisor to the Special Committee of the Board of Directors of Switch, and Jason D. Cruise, Charles Ruck and Daniel Rees of Latham & Watkins LLP acted as its legal counsel. RBC Capital Markets, LLC served as lead financial advisor and TD Securities served as co-advisor to DigitalBridge and IFM, and David Lieberman and Christopher May of Simpson Thacher & Bartlett LLP acted as their legal counsel. The Simpson Thacher team representing the consortium includes David Lieberman, Christopher May, Jacqui Bogucki, Isaac Syed, Braxton Duhon and David Kim (Corporate); Krista Miniutti, Justin Vilinsky, Dennis Loiacono, Stephanie Kantor and Leanne Welds (Real Estate); Brian Gluck and Alexander Kleinhaus-Resisi (Credit); Drew Purcell and Brian Mendick (Tax); Hui Lin and Katie Lunt (Capital Markets); David Rubinsky, Linda Barrett and Josh Stephens (ECEB); Toby Chun and Deepa Sarkar (Environmental); and Lori Lesser, Bobbie Burrows and Suyoung Jang (IP). MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $25,000, plus reimbursement of reasonable expenses. American Stock Transfer & Trust Company served as transfer agent to Switch, Inc.

DigitalBridge Partners II, managed by DigitalBridge Group, Inc. (NYSE:DBRG) and IFM Global Infrastructure Fund, managed by IFM Investors Pty Ltd completed the acquisition of Switch, Inc. (NYSE:SWCH) from The Vanguard Group, Inc., City National Rochdale, LLC and others on December 6, 2022. With the completion of the transaction, Switch common stock is no longer listed for trading. Robert Hughes, Gabriel Silva, Eamon Nolan, Lina Dimachkieh, Paige Anderson and David C. D'Alessandro of IFM Investors Pty Ltd acted as legal advisor to IFM Investors Pty Ltd in the transaction.