Vista Equity Partners Fund VIII and Vepf Viii SPV I, L.P. managed by Vista Equity Partners Management, LLC, Blackstone Capital Partners IX L.P. and Blackstone Capital Partners Ix (Lux) Scsp managed by Blackstone Management Partners L.L.C. and Platinum Falcon B 2018 Rsc Ltd entered into a definitive agreement to acquire a 94.9% stake in Smartsheet Inc. (NYSE:SMAR) from Alamar Capital Management, LLC and others for approximately $7.9 billion on September 24, 2024. Under the terms of the agreement, the Buyers would acquire all the outstanding shares held by Smartsheet shareholders for $56.5 per share in cash. Abu Dhabi Investment Authority already own 0.42% stake in Smartsheet and now using its subsidiary to do new investment. The all-cash transaction valued at approximately $8.4 billion. The sell-side termination fee equates to $250 million; provided that a lower fee of $125 million will apply with respect to a termination by Smartsheet during the Go-Shop Period. The buy-side termination fee equates to $500 million. Buyers have obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Pursuant to a debt commitment letter dated September 24, 2024, the lenders party thereto committed to provide buyers, at or prior to the closing of the Merger, with debt financing of approximately $3.2 billion. Blackstone Capital Partners IX L.P., Vista Equity Partners Fund VIII, L.P. and affiliated funds, together with Platinum Falcon have committed, pursuant to equity commitment letters, dated as of September 24, 2024, to directly or indirectly, capitalize Smartsheet Inc., at or immediately prior to the Closing of the merger, with an aggregate equity contribution in the amount of $4.8 billion. The merger agreement for the transaction includes a 45-day ?go-shop? period that expires on November 8, 2024. Upon completion of the transaction, Smartsheet?s Class A common stock will no longer be listed on any public market and Smartsheet will become a privately held company. The Company will continue to operate under the Smartsheet name and brand. The transaction was unanimously approved by both target's and the acquirer's board of directors. The transaction is subject to the approval of acquirers and Smartsheet's shareholders, the expiration (or earlier termination) of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of non-US regulatory approvals. The transaction is expected to close in the fourth quarter of Smartsheet?s fiscal year ending January 31, 2025. As of November 12, 2024, the waiting period with respect to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ? HSR Act ?), expired at 11:59 p.m. Eastern Time. Additionally, the ?go-shop? period established pursuant to the terms of the Merger Agreement expired at 11:59 p.m. Pacific Time on November 8, 2024. As on December 4, 2024, Alamar Capital shareholder of Smartsheet urges other shareholders to vote against the proposed mergers at the upcoming shareholder meeting due to an undervalued offer. On December 9, 2024, Smartsheet Inc. shareholders approved the transaction.

Qatalyst Partners, L.P. acted as financial advisor and fairness opinion provider to Smartsheet. Alan Smith, David Michaels, Ethan Skerry, Kat Duncan, Chelsea Anderson, Jonathan Millard, William Skinner, Liz Gartland, Ana Razmazma, Tom Ensign, Mark Ostrau, Robert Slack and Zohra Tejani of Fenwick & West LLP acted as legal advisor to Smartsheet. Goldman Sachs & Co. LLC acted as financial advisor to Vista Equity Partners and Blackstone. Morgan Stanley & Co. LLC acted as financial advisor to Vista Equity Partners and Blackstone. Jonathan L. Davis, Ari Levi, Andrew Norwich, Stuart E. Casillas, Sonali S. Jindal, Austin Glassman, Robert Goedert, Rohit A. Nafday, Katherine C. Nemeth, David C. Kung, Heidi Yuen, John Lynn, Daisy Darvall, Marin Boney and Mark Gardner of Kirkland & Ellis LLP acted as legal advisor to Vista Equity Partners and Blackstone. Anthony Vernace, William Allen, Gregory Grogan, Sophie Staples, Lori Lesser, Peter Guryan, Richard Jamgochian, Brian Gluck, Adam Moss, Krista McManus and Dennis Loiacono of Simpson Thacher & Bartlett LLP acted as legal advisor to Vista Equity Partners and Blackstone. Joshua Zachariah, James Ding and Deborah Birnbach of Goodwin Procter LLP acted as legal advisor to Qatalyst Partners. Innisfree M&A Incorporated acted as proxy solicitor to Smartsheet Inc. at a cost of approximately $40,000, plus a success fee of $20,000 and expenses, as well as additional fees in certain circumstances. Equiniti Trust Company acted as transfer agent to Smartsheet Inc.

Vista Equity Partners Fund VIII and Vepf Viii SPV I, L.P. managed by Vista Equity Partners Management, LLC, Blackstone Capital Partners IX L.P. and Blackstone Capital Partners Ix (Lux) Scsp managed by Blackstone Management Partners L.L.C. and Platinum Falcon B 2018 Rsc Ltd completed the acquisition of a 94.9% stake in Smartsheet Inc. (NYSE:SMAR) from Alamar Capital Management, LLC and others on January 22, 2025.