Investment funds advised by Francisco Partners Management, L.P. and TPG Capital, L.P. and Lew Cirne entered into a definitive agreement to acquire New Relic, Inc. (NYSE:NEWR) from JANA Partners LLC, HMI Capital Management, L.P., Lew Cirne, Eminence Capital, LP, The Vanguard Group, Inc. and others for $7 billion on July 30, 2023. As part of this transaction, Lew Cirne, Founder and Executive Chairman of the New Relic, will be rolling over approximately 40% of his beneficial shareholdings. Under the terms of the transaction, New Relic shareholders will receive $87.00 per share in cash in all-cash transaction. Upon completion of the transaction, New Relic will become a private company. Under the terms of the agreement, New Relic may solicit alternative acquisition proposals from third parties during a 45-day ?go-shop? period following the date of execution of the merger agreement. The buyers have secured committed financing, consisting of a combination of equity financing and debt financing to be provided by certain lenders. Upon termination of the transaction under certain specified circumstances, New Relic will be required to pay a termination fee of $196 million. The buyers will be required to pay a termination fee of $524 million in case the transaction is terminated under certain circumstances. The FP Funds and the TPG Fund have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash approximately equal to $4.02 billion, subject to the terms and conditions set forth in the equity commitment letter provided by the FP Funds and TPG Fund. In addition, in connection with the Merger Agreement, buyers entered into a debt commitment letter, with certain committed lenders, pursuant to which the Committed Lenders have committed to provide, upon certain terms and subject to certain conditions, Parent with Debt Financing in an aggregate principal amount of $2.65 billion.

The transaction is subject to the satisfaction of customary closing conditions and certain regulatory items, including the approval of New Relic?s shareholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approvals, clearances or expirations of waiting periods under foreign investment screening laws. The transaction is not subject to a financing condition. The transaction was unanimously approved by the New Relic Board of Directors. Each of the board of directors of the buyers have also approved the transaction. The transaction is expected to close in late 2023 or early 2024. As of October 25, 2023, the transaction has been approved by the European Commission. As of November 2, 2023, More than 99% of votes cast at the meeting held on November 1, 2023, voted in favor of the transaction as a result approval of New Relic Stockholders was obtained. The transaction is expected to close on or around November 8, 2023.

Qatalyst Partners LP is serving as financial advisor and fairness opinion provider to New Relic, and Tad J. Freese, Mark M. Bekheit, Rick Kline, Amanda Reeves, Kelly Fayne, Ashley Wagner, Michelle Ontiveros Gross, Grace Lee, Colleen Smith, Mark Morris, Nathan Whitaker, Jonathan Shih, Joshua Marnitz and Andrew Galdes of Latham & Watkins LLP is acting as legal counsel. Morgan Stanley & Co. LLC is acting as lead financial advisor to Francisco Partners and TPG. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Moelis & Company are also advising the firms. H. Oliver Smith, Darren Schweiger, Adam Kaminsky, David H. Schnabel, Aliza Slansky of Davis Polk & Wardwell LLP, Ziemowit Smulkowski, Randall V. Johnston, Mike J. Kennedy, Steve L. Camahort, Michael S. Wise, Ziemowit Smulkowski and Jeffrey C. Wolf of Paul Hastings LLP, and Brian Ford and Paul Rezvani of Kirkland & Ellis LLP are acting as legal counsel to Francisco Partners and TPG. Freshfields Bruckhaus Deringer US LLP is acting as legal counsel to Lew Cirne, Founder and Chairman of the New Relic Board. Spencer Klein of Morrison & Foerster LLP acted as legal advisor for Qatalyst Partners. New Relic retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $30,000 plus expenses. Computershare Trust Company, N.A. acted as transfer agent to New Relic. Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $64 million, $250,000 of which was payable upon the execution of the engagement letter, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. Annie Herdman of Ropes & Gray acted as legal advisor to TPG.

Investment funds advised by Francisco Partners Management, L.P. and TPG Capital, L.P. and Lew Cirne completed the acquisition of New Relic, Inc. (NYSE:NEWR) from JANA Partners LLC, HMI Capital Management, L.P., Lew Cirne, Eminence Capital, LP, The Vanguard Group, Inc. and others on November 8, 2023. As of November 8, 2023, New Relic?s common stock (NEWR) has ceased trading and is no longer listed on the New York Stock Exchange. Lewis Cirne, Bill Staples, Hope Cochran, Susan D. Arthur, Phalachandra (Pali) Bhat, Anne DelSanto, Kevin Galligan, David Henshall, RK Mahendran, and Takeshi Numoto, the existing members of the board of directors of New Relic ceased serving in such capacity and David Barter, Drew Delmonico, Thomas Lloyd, and Lauren Walz were appointed as directors of New Relic, Inc.