Blue Wolf Capital Partners LLC entered in an agreement to acquire NACS USA Inc. from Tenon Limited (NZSE:TEN) for approximately $110 million on August 29, 2016. The purchase price is subject to an adjustment payment of +/- $3 million, against a set target level of net working capital for the sale business on closing. BW Capital Fund III provided a commitment of debt financing to the buyer for the acquisition. Tenon may terminate the transaction if it is entering into an alternative transaction and is obliged to pay a termination fee of $3.3 million. The purchaser must pay Tenon a termination fee of $3.3 million if all conditions to the sale have been satisfied but the purchaser fails to close the sale, including as a result of a failure to obtain its debt financing. The Board of Directors of Tenon Limited has recommended the deal to the shareholders for approval. The transaction is subject to Tenon Limited shareholder approval and US antitrust approval. Proceeds from the deal will used to repay Tenon Debt. As of October 14, 2016, Tenon announced that its shareholder meeting for the approval of the deal will take place on November 18, 2016. As on November 18, 2016 shareholders of Tenon Limited approved the transaction. The transaction is expected to close on November 30, 2016. The transaction can be terminated if not closed by December 31, 2016. Grant Samuel acted as financial advisor for Tenon Limited. Cravath, Swaine & Moore LLP acted as legal advisor to Tenon Limited. Deutsche Bank AG, New Zealand Branch acted as financial advisor to Tenon Limited.