Guidehouse LLP entered into a definitive agreement to acquire Navigant Consulting Inc. (NYSE:NCI) (‘Navigant’) for $1.1 billion on August 2, 2019. Under the terms of the agreement, holders of Navigant common shares and restricted stock unit awards will receive $28 in cash per share. Navigant option-holders will receive a consideration in excess the $28 merger consideration over the exercise price per share. Navigant will be delisted from NYSE at the close of the transaction. Guidehouse has obtained equity and debt financing commitments for the transactions proceeds of which will be used to pay the consideration and related fees and expenses. The Veritas Capital Fund VI, L.P. committed to capitalize Guidehouse with an equity contribution and has provided Navigant Consulting with a limited guarantee in favor of Navigant guaranteeing the payment of certain monetary obligations that may be owed by Guidehouse pursuant to the agreement in an amount up to the termination fee, that may become payable by Guidehouse. Also, Royal Bank of Canada, UBS AG, UBS Securities LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc., have committed to provide Guidehouse with debt financing in an amount greater than or equal to the full amount of the debt financing required to consummate the merger. As a result of the merger, Navigant would become a wholly owned subsidiary of Guidehouse. In event of termination, Guidehouse may be required to pay a fee of $67.5 million and Navigant a fee of up to $30.9 million. Following close of the transaction, the combined company will be led by Scott McIntyre, Chief Executive Officer of Guidehouse, and practice team leaders from both companies. Scott McIntyre will become the Chief Executive Officer of the combined company. Each of Navigant’s three segment leaders – Jan Vrins from Energy, Ellen Zimiles from FSAC, and David Zito from Healthcare – will continue in their respective roles and continue to lead their segments within the combined platform. No layoffs are anticipated as a result of transaction. The combined company will have its headquarters in Washington, but will continue to have a significant presence in Chicago. The transaction is subject to Navigant shareholder approval, antitrust approval, regulatory approvals and customary closing conditions. The merger is not subject to any financing condition. The merger agreement has been unanimously approved by Boards of Directors of Navigant and Guidehouse. A special meeting of Navigant stockholders will be held on October 10, 2019 to consider and vote on proposals relating to the acquisition. As on October 10, 2019, the transaction was approved by the Navigant shareholders. The transaction is expected to close in the fourth quarter of 2019. Jefferies LLC acted as exclusive financial advisor and fairness opinion provider to Navigant. Steven Sutherland and Scott R. Williams of Sidley Austin LLP served as legal advisors to Navigant. Antonio Diaz-Albertini, Ian Levin, Edward Sadtler, Scott Kareff and Richard A. Presutti of Schulte Roth & Zabel LLP served as legal advisors to Guidehouse and Veritas Capital. Navigant has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee currently estimated to be approximately $15.875 million, of which a portion was payable upon delivery of Jefferies’ opinion to the Board and approximately $14.625 million is payable contingent upon consummation of the merger. Navigant has retained MacKenzie Partners to assist in the solicitation process for a fee of approximately $25,000 plus reimbursement of certain specified out-of-pocket expenses.