Apex Clearing Holdings LLC entered into a definitive merger agreement to acquire Northern Star Investment Corp. II (NYSE:NSTB) from Northern Star Sponsor LLC, Arena Capital Advisors, LLC, Adage Capital Management, L.P., Soroban Capital Partners LP, Citadel Advisors LLC and others for $5.1 billion in a reverse merger transaction on February 21, 2021. The transaction values Apex at an enterprise value of approximately $4.7 billion post-money and is expected to provide up to $850 million of gross cash proceeds at closing, assuming no redemptions of Northern Star's existing public stockholders and excluding debt repayment and transaction expenses. Northern Star will issue 470 million shares to acquire Apex and 10.06 million shares will be reserved for issuance for conversion of the 2023 Notes of Apex. The transaction includes an upsized, fully committed $450 million private placement of common stock at $10.00 per share led by Fidelity Management & Research Company LLC, Baron Capital Group, Coatue, and Winslow Capital Management, LLC among other top-tier institutional investors. All Apex shareholders and management are rolling over 100% of their equity into the combined company. Post-closing, Pro forma combined company ownership will include, 83% existing Apex shareholders; 8% PIPE investors; 7% Northern Star public investors and 2% Northern Star founder shares. Apex is expected to become a publicly listed company on the New York Stock Exchange under the new ticker symbol, ?APX?. Following the closing of the transaction, Apex CEO, William Capuzzi, Apex President, Tricia Rothschild, CFO Chris Springer and Chief Administrative Officer Bill Brennan will continue to serve in their current roles at the combined company, supported by a deep and talented management team with substantial expertise building businesses at the intersection of financial services and technology. Northern Star Chairwoman and CEO Joanna Coles, a creative media and technology executive, will join the combined company's Board of Directors. The transaction is subject to, among other things, regulatory approval, the approval by Northern Star's and Apex?s stockholders of the proposed merger and satisfaction or waiver of other customary closing conditions. In addition, the consummation of the Mergers contemplated by the Merger Agreement is conditioned upon, among other things: Northern Star having at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Mergers after taking into account the holders of Northern Star's public shares that properly demanded that Northern Star redeem their public shares for their pro rata share of the trust account; all specified waiting periods under the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended shall have expired and no governmental entity shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, executive order, decree injunction, or other order which has the effect of making the Mergers illegal, prohibiting the consummation thereof, causing any of the transactions consummated by the Merger Agreement to be rescinded, or affecting materially and adversely the right of Northern Star to own, operate, or control a material portion of the material assets of Apex and its Subsidiaries, taken as a whole, following the Mergers; approval of the Mergers by the Financial Industry Regulatory Authority ("FINRA") or the expiration of the applicable notice period following Apex's submission of the required forms to FINRA; the Registration Statement shall have become effective in accordance with the provisions of the Securities Act of 1933; the Northern Star Common Stock to be issued to the Apex members in the Mergers shall have been approved for listing on the NYSE, subject to official notice thereof and public holder requirements; and at least $300 million of PIPE proceeds shall have been received by Northern Star. Northern Star executing the Registration Rights Agreement (defined below); Northern Star filing its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware and adopting its amended bylaws; certain officers and directors of Northern Star having resigned as of the closing date; Northern Star terminating its existing registration rights agreement; and Northern Star's initial stockholders and certain Apex members having executed the Lock- Up Agreement. The Northern Star Board of Directors and Apex Board of Managers have unanimously approved the proposed merger. Northern Star?s board of directors unanimously recommends that its stockholders vote ?FOR? the business combination proposal. The transaction is expected to be completed in the second quarter of 2021. As of August 26, 2021, the transaction is expected to close in the third quarter of 2021. Citigroup is acting as exclusive financial and capital markets advisor to Northern Star and strategic advisor for the transaction. J.P. Morgan Securities LLC acted as the sole financial advisor to Apex. Jeffrey Smith, Ryan Scofield, Mike Heinz, Chris Abbinante, John Schaff, Lauren Gallagher, Corey Perry, Teresa Reuter, Ash Nagdev, Anna Remis, Ryan Rutledge, Karen Kazmerzak, Elizabeth Chen, and John Sakhleh of Sidley Austin LLP acted as legal counsels to Apex. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as the legal advisor to Northern Star. D.F. King & Co., Inc. is acting as proxy solicitation agent of Northern Star and will receive a fee of $25,000. Continental Stock Transfer & Trust Company is acting as transfer agent of Northern Star.