Thoma Bravo Discover Fund IV, L.P., a fund managed by Thoma Bravo, L.P. entered into an Agreement and Plan of Merger to acquire Everbridge, Inc. (NasdaqGM:EVBG) for $1.3 billion on February 4, 2024. Under the terms of the agreement, Everbridge shareholders will receive $28.60 per share in cash. The agreement includes a 25-day ?go-shop? period expiring on February 29, 2024, which permits the Everbridge Board and its advisors to actively initiate and solicit alternative acquisition proposals from certain third parties, as described in the merger agreement. The Everbridge Board has the right to terminate the merger agreement to accept a superior proposal subject to the terms and conditions of the merger agreement. Upon completion of the transaction, Everbridge common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Everbridge name and brand. Upon termination of the Merger Agreement under certain specified circumstances, Everbridge will be required to pay Thoma Bravo a termination fee of $40,400,000.

On February 29, 2024, parties amended and restated the previously announced merger agreement. Under the terms of the amended and restated agreement, Thoma Bravo has increased the price at which it has agreed to acquire all outstanding shares of Everbridge to $35.00 per share in cash. Pursuant to amendment, Everbridge will be required to pay Thoma Bravo a termination fee of $50 million in case of termination of the transaction under certain circumstances. A termination fee of $124 million will be payable by Thoma Bravo to Everbridge in case of termination of the transaction under certain circumstances.

The transaction is subject to customary closing conditions, including approval by Everbridge shareholders, the waiting period applicable to the Merger pursuant to the HSR Act, will have expired and the receipt of required regulatory approvals. The transaction is not subject to a financing condition. The transaction, which was approved by the Everbridge Board of Directors, is expected to close in the second calendar quarter of 2024. The transaction was also approved by board of managers of Thoma Bravo. Qatalyst Partners is serving as financial advisor and Fairness Opinion provider for Everbridge and Jamie Leigh, Kevin Cooper and Polina A. Demina of Cooley LLP serving as legal counsels to Everbridge. Corey D. Fox, Bradley C. Reed, Cole Parker and Jeremy A. Mandell of Kirkland & Ellis LLP is serving as legal counsels to Thoma Bravo. Qatalyst Partners has delivered an opinion to the Board of Directors of Everbridge, dated February 4, 2024, pursuant to this engagement, in connection with which Qatalyst was paid a fee of $3 million for their services and (ii) Qatalyst Partners provided financial advisory services to Everbridge and received $500,000 in connection with such services.