Tyler Technologies, Inc. (NYSE:TYL) entered into a definitive agreement to acquire NIC Inc. (NasdaqGS:EGOV) for $2.3 billion on February 9, 2021. Under the terms of the transaction, NIC stockholders will receive $34.00 per share in an all-cash transaction. Tyler plans to fund the transaction with a combination of approximately $700 million of cash on Tyler's balance sheet and new debt. Tyler has obtained financing commitments for a $1.6 billion 364-day senior unsecured bridge loan facility with Goldman Sachs Bank USA and expects to replace the bridge facility with permanent financing prior to closing. Post-closing, NIC Inc. will operate as a subsidiary of Tyler. If the merger is completed, NIC common stock will be de- listed from Nasdaq and de- registered under the Exchange Act. Tyler expects NIC to continue to manage its operations from its Olathe, Kansas, home office and to retain its employees and leadership team. In case of termination of the agreement by NIC then it will pay a fee of $55 million to Tyler.

The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by NIC's stockholders and the expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction has been unanimously approved by the boards of directors of both companies. A Special Meeting of the stockholders of NIC will be held virtually via the Internet on April 19, 2021 beginning at 11:00 a.m. Central Time. As of March 26, 2021, the transaction received expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close in the second quarter of 2021. As of April 19, 2021, NIC's stockholders voted to adopt the merger agreement pursuant to which the Company would be acquired by Tyler Technologies, Inc. through the merger of a wholly-owned subsidiary with and into NIC, in an all-cash transaction, which was first announced on February 10, 2021. As of April 19, 2021, transaction is expected to close on or about April 21, 2021. Following closing of the transaction, NIC common stock will be de-listed from the NASDAQ and de-registered under the Securities Exchange Act of 1934, as amended. The combination is expected to be accretive to Tyler's non-GAAP earnings and EBITDA, as well as recurring revenue mix and free cash flow per share, in 2021. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Tyler, and Randall G. Ray of Munck Wilson Mandala LLP is serving as legal counsel. Cowen and Company LLC is serving as exclusive financial advisor and fairness opinion provider to NIC, and Daniel Mitz, Michael Dorf, Gus Atiyah, Larry Crouch, Alain Dermarkar, Ben Gris, David Higbee, Doreen E. Lilienfeld, Emma Maconick, Kristina Trauger, Jonathan Cheng and Nathan Wood of Shearman & Sterling LLP acted as legal advisors for NIC. Computershare, Inc. acted as transfer agent to NIC. Innisfree M&A Inc. acted as proxy solicitor to NIC & NIC will pay a fee of up to $45,000, plus reimbursement of certain expenses for its services. Cowen and Company will be entitled to receive a transaction fee of approximately $20.5 million, $1.25 million of which became payable upon Cowen informing the NIC Board of Directors that it was prepared to render its opinion and the balance of which is payable contingent upon the consummation of the merger. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC.