BC Partners entered into a definitive agreement to acquire Presidio, Inc. (NasdaqGS:PSDO) from AP VIII Aegis Holdings LP and others for $1.3 billion on August 14, 2019. Under the terms of the agreement, Presidio stockholders will receive $16 in cash for each share of Presidio common stock they own. BC Partners and Presidio agreed to an amendment to the merger agreement to increase the per-share consideration payable to Presidio’s stockholders to $16.60 per share from $16.00 per share. Presidio expects to continue to pay its regular quarterly dividend of $0.04 per share, during the pendency of the transaction. Funds advised by BC Partners have committed to provide an aggregate equity contribution equal to $800 million on the terms and subject to the conditions set forth in an equity commitment letter. Citi, J.P. Morgan Securities LLC and RBC Capital Markets have agreed to provide with debt financing in an aggregate principal amount of up to $1,775 million on the terms and subject to the conditions set forth in a debt commitment letter. Upon completion of the transaction, Presidio will become a privately held company, and its common stock will no longer be listed on the NASDAQ stock market. Under the terms of the agreement, Presidio’s Board and advisors may actively initiate, solicit and consider alternative acquisition proposals during a 40-day “go shop” period starting from the date of the definitive agreement. In case of termination, Presidio will receive a termination fee of $80 million under specified circumstances. While under certain specified circumstances, BC Partners will receive a termination fee of $40 million, provided that a lower fee of $18 million will apply with respect to a termination before September 24, 2019 or, with respect to a Presidio Superior Proposal made by an Excluded Party, prior to October 4, 2019 for an alternative acquisition proposal received during the Go Shop Period. Closing of the transaction is subject to customary conditions, including approval by the holders of a majority of the outstanding shares of Presidio common stock, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the approval of the merger under the antitrust laws of other specified jurisdictions and other required regulatory approvals, including approval from the Committee on Foreign Investment in the United States. The Presidio Board of Directors unanimously approved the agreement with BC Partners and recommends that Presidio stockholders vote in favor of the transaction. AP VIII Aegis Holdings, L.P., an affiliate of investment funds managed by affiliates of Apollo Global Management, LLC, which owns approximately 42% of the outstanding shares of Presidio common stock, has entered into a voting agreement with BC Partners, pursuant to which it has agreed, among other things, to vote its shares of Presidio common stock in favor of the merger, and against any competing transaction, so long as, among other things, the Presidio board continues to recommend that Presidio stockholders vote in favor of the merger. Stockholders of Presidio will hold special meeting on November 6, 2019 to approve the transaction. The parties expect the transaction to close in the fourth quarter of 2019. LionTree Advisors LLC acted as financial advisor and fairness opinion provider and Gordon S. Moodie and Andrew J. Nussbaum of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Presidio. Citi, J.P. Morgan Securities LLC and RBC Capital Markets acted as financial advisors and Peter Martelli, Dvir Oren and Abhishek Kolay of Kirkland & Ellis LLP acted as legal advisor to BC Partners. Sullivan & Cromwell LLP is advising LionTree Advisors, LLC as financial advisor to Presidio, Inc., in connection with its $1.3 billion cash acquisition by BC Partners. Innisfree M&A Inc. acted as information agent to Presidio and will receive a fee of $15,000 for its services. Presidio will pay LionTree Advisors a fee of $33 million which is contingent upon the consummation of the transaction, which includes a fairness opinion fee of $2.5 million.As of September 11, 2019, Rigrodsky & Long, P.A. announced that it is investigating the possible breaches of fiduciary duties and other violations of law related to Presidio's acquisition. Sidley Austin LLP acted as legal advisor for Apollo Global management, affiliate of AP VIII Aegis Holdings, L.P. BC Partners completed the acquisition of Presidio, Inc. (NasdaqGS:PSDO) from AP VIII Aegis Holdings LP and others on December 19, 2019.