An affiliate of Baring Private Equity Asia Fund VIII, managed by EQT Private Capital Asia entered into a definitive agreement to acquire Perficient, Inc. (NasdaqGS:PRFT) for $2.7 billion on May 5, 2024. Under the terms of the agreement, Perficient stockholders will receive $76.00 per share in cash for each share of common stock owned as of the closing of the transaction. The all-cash transaction values Perficient at an enterprise value of approximately $3.0 billion and will take Perficient private. Upon completion of the transaction Perficient?s shares will no longer trade on the NASDAQ, and Perficient will become a private company. In addition, Perficient?s headquarters will remain in St. Louis. Upon termination, Perficient will be required to pay $81.318944 million termination fee to EQT and EQT is required to pay the Company a termination fee equal to $162.637888 million. Funds affiliated with EQT Asia and Wallbrook Pte. Ltd. have committed, pursuant to equity commitment letters, dated as of May 5, 2024 (the ?Equity Commitment Letters?), to, directly or indirectly, capitalize EQT, at or immediately prior to the Closing of the Merger, with equity contributions in an aggregate amount of $2,228,265,465, on the terms and subject to the conditions set forth in their respective Equity Commitment Letters. JPMorgan Chase Bank, N.A., Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC have committed to provide debt financing (the ? Debt Financing ?) in connection with the Merger consisting of (i) a senior secured revolving credit facility in an aggregate principal amount equal to $200,000,000; and (ii) a senior secured term loan facility in an aggregate principal amount equal to $935,000,000, in each case, on the terms and subject to the conditions set forth in the commitment letter. Tom Hogan will continue as Chief Executive Officer, and the current management team will continue to lead Perficient.

The transaction is subject to customary closing conditions, including approval by Perficient stockholders and receipt of regulatory approvals and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act. The transaction is not subject to a financing condition. The transaction has been unanimously approved by Perficient?s Board of Directors. The board of directors of of EQ also approved the transaction. The deal is expected to close by the end of 2024. BofA Securities is serving as lead financial advisor and Wells Fargo as financial advisor to Perficient in connection with the transaction. Perficient received fairness opinion from BofA Securities and Wells Fargo Securities, LLC. Sarkis Jebejian, Rachael Coffey, Lilly Colby Rohan, Scott Price, Lucy Frey, Rachael Lichman, Layton Bell, Robert Hayward and Kevin Frank of Kirkland & Ellis LLP are serving as Perficient?s legal advisor. J.P. Morgan and TD Securities are serving as financial advisors to EQT, and Elizabeth A. Cooper, Brian Steinhardt, Adam Moss, Hui Lin, David Rubinsky, Caitlin Lucey, Jonathan Goldstein, Bill Smolinski, Lori Lesser, Ron Ben-Yehuda, Sara Razi, Mark Skerry, Jonathan Lindabury, Dennis Loiacono and William J. Allen of Simpson Thacher & Bartlett LLP is acting as legal advisors.