Francisco Partners Management, L.P. entered into a definitive agreement to acquire Sumo Logic, Inc. (NasdaqGS:SUMO) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for $1.7 billion on February 9, 2023. Under the terms of the Agreement, Sumo Logic stockholders will receive $12.05 per share in cash. Upon completion of the transaction, Sumo Logic will become a private company. Upon completion of the transaction, Sumo Logic’s common stock will no longer be listed on any public market. If the merger agreement terminated by Sumo Logic, Sumo Logic will be required to pay Francisco a termination fee of $52 million. If the merger agreement terminated by Francisco Partners, Francisco Partners will be required to pay Sumo Logic a termination fee of $104 million.

The transaction is subject to customary closing conditions, including approval by Sumo Logic stockholders, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of required regulatory approvals. The transaction has been unanimously approved by the Sumo Logic Board and recommended that stockholders vote in favor of the transaction. The transaction has also been approved by the Board of Francisco Partners Management. The transaction has been approved by the shareholders of Sumo Logic on May 10, 2023. The transaction is expected to close in the second calendar quarter of 2023.

Morgan Stanley & Co. LLC is serving as sole financial advisor and Rezwan D. Pavri, Martin W. Korman, Douglas K. Schnell and Jackie Hamilton of Wilson Sonsini Goodrich & Rosati, Professional Corporation acted as legal advisors to Sumo Logic. Rohit Nafday, Devin Heckman, Brian Ford, Vlad Khodosh, Andrea Murino, Justin Solomon and Michael Ryan Lee, Sean Z. Kramer, Michele M. Cumpston, Edward J. Lee and Chelsea N. Darnell of Kirkland & Ellis LLP is serving as legal advisors to Francisco Partners. Morgan Stanley & Co. LLC acted as fairness opinion provider to Sumo Logic. American Stock Transfer & Trust Company, LLC acted as transfer agent and Innisfree M&A Incorporated acted as proxy solicitor to Sumo Logic. RBC Capital Markets acted as financial advisor to Francisco Partners. Sumo Logic will pay to Innisfree for a fee of up to $40,000, plus reasonable out-of-pocket expenses. Sumo Logic has agreed to pay Morgan Stanley a fee of approximately $29 million for its services, $6 million of which was earned following delivery of the opinion and the remainder of which is contingent upon the consummation of the merger.

Francisco Partners Management, L.P. completed the acquisition of Sumo Logic, Inc. (NasdaqGS:SUMO) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on May 7, 2023. As a result of the completion of the transaction, Sumo Logic’s common stock has ceased trading and is no longer listed on the NASDAQ stock exchange.