Consortium led by Nordic Capital and including Insight Venture Management, LLC, 22C Capital LLC, Keith Dunleavy Inovalon founder and Chief Executive Officer and certain Class B stockholders of Inovalon signed a definitive agreement to acquire Inovalon Holdings, Inc. (NasdaqGS:INOV) from Meritas Group, Inc., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Black Creek Investment Management Inc., Keith Dunleavy and others for $6.4 billion on August 19, 2021. Under the terms of the agreement, Inovalon stockholders will receive $41 per share in cash for each share of Class A Common Stock or Class B Common Stock. Upon completion of the transaction, Inovalon will become a private company and will be delisted. The transaction will be funded from debt and equity, cash on hand and the rollover amount. Consortium has obtained financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement and paying related fees and expenses. Blackstone Credit, Owl Rock Capital Advisors LLC and Apollo Global Funding, LLC (“AGF”) and Apollo Capital Management, L.P., on behalf of one or more investment funds, have agreed to provide Parent with debt financing in an aggregate principal amount of up to $3 billion on the terms set forth in a debt commitment letter. In case of termination, Inovalon will pay a termination fee of $176.4 million and the buyer consortium will pay termination fee of $368.8 million. Keith Dunleavy, Chief Executive Officer and Managing Director will continue to be a substantial shareholder in the Inovalon, serve on the Board of Directors, lead Inovalon as Chief Executive Officer, and the Inovalon will maintain its headquarters in Bowie, Maryland.

The transaction is subject to approval of Class A and Class B stockholders separately and in addition, the transaction is subject to approval by a majority of the voting power of the Class A and Class B stockholders voting together as a single class Excluding Keith Dunleavy, certain other Class B stockholders who are providing equity capital for the transaction. CFIUS Clearance, US antirust approval, waiting period (and any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated and customary closing conditions. The independent members of the Inovalon Board of Directors, acting on the unanimous recommendation of a special committee of independent directors unanimously approved the agreement and recommended the shareholders to vote in favor of the transaction. The applicable antitrust waiting period expired on October 4, 2021. The special meeting of the stockholders of Inovalon approved the transaction on November 16, 2021. The transaction is expected to close in late 2021 or early 2022.

Madhu Namburi of J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Inovalon and David Allinson, Peter Harwich, David Raab, Jennifer Pepin, Steven Betensky, Robert Blamires, Stuart Kurlander, Jennifer Yoo, Heather Deixler, Alan Devlin, Damara Chambers and Joshua Tinkelman of Latham & Watkins LLP acted as legal advisors to Inovalon and the Special Committee of the Board of Directors of Inovalon. J. Stuart Francis, William Hiltz, Mark Hanson, Ted Omlid, Uttara Marti and David Cahoy of Evercore Inc. (NYSE:EVR) acted as financial advisor and fairness opinion provider to the Special Committee of Inovalon. Goldman Sachs & Co. LLC and Citigroup Inc. (NYSE:C) acted as the financial advisors to the consortium buyers. Constantine N. Skarveli, David Feirstein, Joshua Ayal and Armand A. Della Monica of Kirkland & Ellis LLP acted as the legal advisor to Nordic Capital and Insight. Morgan D. Elwyn and Danielle Scalzo of Willkie Farr and Gallagher LLP served as legal advisors to Insight Partners. Cahill Gordon & Reindel LLP represented the banks regarding the financing of the deal. American Stock Transfer & Trust Company, LLC is the transfer agent for Inovalon shares. MacKenzie Partners, Inc. acted as proxy solicitor to Inovalon for a fee of approximately $50,000 – $75,000. Inovalon has agreed to pay J.P. Morgan an estimated fee of $42 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. Inovalon will pay Evercore a retainer fee for its services equal to $3 million and also agreed to pay Evercore an opinion fee equal to $1 million upon delivery of Evercore's opinion which is fully creditable against the $3 million retainer fee. The Evercore engagement letter also provides for, at the conclusion of the assignment thereunder, an additional discretionary fee in an amount not to exceed $7 million.

Consortium led by Nordic Capital and including Insight Venture Management, LLC, 22C Capital LLC, Keith Dunleavy Inovalon founder and Chief Executive Officer and certain Class B stockholders of Inovalon completed the acquisition of Inovalon Holdings, Inc. (NasdaqGS:INOV) from Meritas Group, Inc., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Black Creek Investment Management Inc., Keith Dunleavy and others on November 24, 2021. In connection with the consummation of the merger, each of Inovalon's directors immediately prior to the Effective Time resigned from his or her respective position as a member of the board of directors. As a result of the transaction, Inovalon is now a privately held company and shares of Inovalon Class A Common Stock are no longer listed on the Nasdaq Global Select Market