ConvergeOne’s $1.2 Billion Combination With Forum Merger

Evercore acted as lead M&A advisor and EarlyBirdCapital and Cowen served as financial advisors to Forum. Evercore, EarlyBirdCapital, and Cowen acted as placement agents for the private placement. Ellenoff Grossman & Schole LLP served as legal counsel to Forum. Credit Suisse, Jefferies, J.P. Morgan, UBS Investment Bank, William Blair, and BTIG, LLC acted as financial advisors to ConvergeOne and Clearlake. Cooley LLP and Hogan Lovells served as legal counsel to ConvergeOne and Clearlake.

ConvergeOne, a leading global IT services provider of collaboration and technology solutions, today announced that it has entered into a definitive agreement with Forum Merger Corporation (Nasdaq: FMCI) (“Forum”), a special purpose acquisition company. This transaction will enable ConvergeOne to become a Nasdaq-listed public company, with an anticipated initial enterprise value of approximately $1.2 billion. Immediately upon consummation of the transaction, Forum will change its name to ConvergeOne. Clearlake Capital Group, L.P. (“Clearlake”), ConvergeOne’s current private equity sponsor, will remain the largest shareholder in the combined company upon completion of the transaction.

Under the terms of the proposed transaction, the combination will be effected through a merger pursuant to which ConvergeOne will merge with Forum and become a publicly traded entity. Concurrently with the consummation of the transaction, several prominent institutional investors, including several members of the Forum management team, will purchase shares of common stock of Forum in a private placement.

After giving effect to any redemptions by the public stockholders of Forum, the balance of the approximately $175 million in cash held in Forum’s trust account, together with the additional $144 million in already committed private placement proceeds, will be used to pay the existing ConvergeOne shareholders cash consideration and pay transaction fees and expenses. The remainder of the consideration payable to the existing ConvergeOne shareholders will consist of shares of Forum common stock. Existing ConvergeOne shareholders have the potential to receive an earnout if certain ConvergeOne adjusted EBITDA targets are met as set forth in the definitive merger agreement.

The transaction has been unanimously approved by the boards of directors of both ConvergeOne and Forum. Completion of the transaction is subject to approval by stockholders and certain other conditions. The transaction is expected to close in the first quarter of 2018.

Cooley advised leading global IT services provider ConvergeOne with a team led by Mehdi Khodadad and John McKenna (Picture).

 

Involved fees earner: Mehdi Khodadad – Cooley LLP; John McKenna – Cooley LLP; Josh DuClos – Cooley LLP; Alan Hambelton – Cooley LLP; Joe Kaczorowski – Cooley LLP; Colleen Burns – Cooley LLP; Yuri Weigel – Cooley LLP; William Haddad – Cooley LLP; Erin Kravitz – Cooley LLP; Lynn Horwitz – Cooley LLP; Eric Kauffman – Cooley LLP; Lois Voelz – Cooley LLP; Michelle Lara – Cooley LLP; Barbara Mirza – Cooley LLP; Keith Ranta – Cooley LLP; Laura Lakin McDaniels – Cooley LLP; Peter Burns – Cooley LLP; Mark Windfeld-Hansen – Cooley LLP; Mike Faber – Cooley LLP; Jeremy Naylor – Cooley LLP; Stephanie Gentile – Cooley LLP; Jacqueline Grise – Cooley LLP; Sharon Connaughton – Cooley LLP;

Law Firms: Cooley LLP;

Clients: ConvergeOne Inc.;

 

Avatar

Author: Ambrogio Visconti