Baring Private Equity Asia entered into a definitive agreement to acquire Virtusa Corporation (NasdaqGS:VRTU) from The Orogen Group, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., New Mountain Vantage Advisers, L.L.C. and others for $1.8 billion on September 9, 2020. Under the terms of agreement, Baring's affiliate funds will acquire Virtusa for $51.35 per share in all-cash transaction. The transaction is valued at $2 billion. Baring has obtained equity and debt financing commitments for the purpose of financing the transaction. In connection with the merger, Baring received a debt commitment letter, entered into on September 9, 2020, from Bank of America, N.A. and BofA Securities, Inc. and a joinder letter, entered into on September 25, 2020, , among the Company, the original debt commitment parties, Barclays Bank PLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Ban Cayman Islands Branch, HSBC Bank USA, National Association, HSBC Securities (USA) Inc. and Nomura Securities International, Inc. pursuant to which certain debt commitment parties will provide, subject to the conditions set forth in the debt commitment letter, to the buyer debt financing in an aggregate amount of up to $950 million, consisting of (i) a $125 million senior secured revolving credit loan facility, (ii) a $600 million senior secured term loan facility, and (iii) a senior unsecured bridge loan facility in an aggregate amount of up to $300 million. As of October 1, 2020, Canada Pension Plan Investment Board has made an equity commitment of $300 million alongside Baring Private Equity Asia in respect of the transaction. Upon closing of the transaction, Virtusa will become a privately held company and its stocks will no longer trade on the NASDAQ stock exchange. It will remain a standalone company until the transaction closes. Upon closing, Virtusa will continue to operate under the Virtusa name and brand and will remain headquartered in the U.S. Upon termination of the transaction, Virtusa will be required to pay Baring a fee of $54.3 million (representing approximately 3% of equity value, based on the merger consideration) and Baring will be required to pay a fee of $108.7 million to Virtusa.

The completion of the merger is subject to the satisfaction or waiver of certain customary conditions, including, among others, the adoption of the merger agreement by Virtusa's stockholders, customary regulatory requirements, termination or expiration of any waiting periods applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval from the Committee on Foreign Investment in the United States (CFIUS), all shares constituting the Virtusa Series A Preferred Stock being converted into Virtusa Common Stock. The transaction is not subject to approval by the stockholders of Baring or to any financing condition. The consummation of the merger is also conditional on foreign antitrust approvals from the German Federal Cartel Office and the Competition Commission of India, and foreign investment and screening laws in Australia and New Zealand. The Board of Virtusa has unanimously approved the transaction. The Board of Baring has also approved the transaction. Orogen Group and its Chief Executive Officer, Vikram Pandit have entered into a voting agreement to vote all convertible preferred stock held, representing approximately 10% of the voting power, in favor of the transaction. A special meeting of stockholders of Virtusa will be held virtually on November 20, 2020. On October 23, 2020, the applicable waiting period under the Hart-Scott-Rodino Antitrust expired. On November 3, 2020, the German Federal Cartel Office approved the transaction. As of November 20, 2020, the transaction is approved by Virtusa shareholders. On December 21, 2020, Committee on Foreign Investment in the United States clearance has been received. As of January 10, 2021, The Competition Commission of India gave nod to the transaction. The transaction is expected to close in the first half of calendar year 2021.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as financial advisors and John J. Egan, Joseph L. Johnson III, Joseph C. Theis, Andrew H. Goodman, and Lillian Kim of Goodwin Procter LLP acted as legal advisors for Virtusa. J.P. Morgan Securities LLC also provided fairness opinion in connection with the transaction. BofA Securities acted as financial advisor and Paul Scrivano, Eric Issadore, Neill Jakobe, Richard Conklin, Alexander Zeltser, Elaine Murphy, Ruchit Patel, Matthew Jones, and Jennifer Cormier of Ropes & Gray LLP acted as legal advisors to Baring Private Equity Asia. Marni Lerner of Simpson Thacher acted as the legal advisor to J.P. Morgan Securities. Louis Goldberg of Davis Polk & Wardwell LLP acted as legal advisor to The Orogen Group. MacKenzie Partners, Inc acted as the proxy solicitor to Virtusa as part of the transaction. For services rendered in connection with the merger and the delivery of its opinion, the Virtusa has agreed to pay J.P. Morgan a fee of approximately $29 million, of which $3 million became payable upon delivery of the opinion and the remainder will be payable upon the consummation of the merger. Pursuant to the terms of Citi's engagement, the Virtusa has agreed to pay Citi a cash fee equal to approximately $7.7 million upon completion of the transaction.


Baring Private Equity Asia completed the acquisition of Virtusa Corporation (NasdaqGS:VRTU) from The Orogen Group, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., New Mountain Vantage Advisers, L.L.C. and others on February 11, 2021. In conjunction with the closing, Virtusa's common stock will cease trading before the market opens on February 11, 2021 and the Company will no longer be listed on the NASDAQ stock exchange. Virtusa will operate as a privately-held company.