CVC’s $1.8 Billion Acquisition of ConvergeOne

Raymond James & Associates and William Blair acted as financial advisors to ConvergeOne in connection with the transaction. Raymond James & Associates, William Blair, and Jefferies LLC provided fairness opinions to ConvergeOne’s Board of Directors. Cooley LLP served as legal counsel to ConvergeOne. Deutsche Bank and UBS Investment Bank acted as financial advisors to CVC, and White & Case LLP served as CVC’s legal counsel in connection with the transaction.

ConvergeOne Holdings, Inc. (Nasdaq: CVON), a leading global IT and managed services provider of collaboration and technology solutions, has entered into a definitive agreement to be acquired by affiliates of CVC Fund VII in an all-cash transaction valued at approximately $1.8 billion. Subject to customary closing conditions and regulatory approvals, ConvergeOne expects the transaction to close in the fourth quarter of 2018 or the first quarter of 2019. ConvergeOne will maintain its corporate headquarters in Eagan, MN and continue to be led by its current executive team.

Pursuant to the terms of the merger agreement, affiliates of CVC will commence a tender offer for all of the outstanding shares of the Company in an all-cash transaction valued at $12.50 per share of common stock of the Company, representing a 35% premium to the thirty-day VWAP prior to October 25, 2018 and representing over a 56% premium to the closing price on ConvergeOne’s debut date on the Nasdaq on February 23, 2018. ConvergeOne’s Board of Directors unanimously approved the agreement and believes the transaction maximizes shareholder value. Following the execution of the merger agreement, affiliates of Clearlake Capital Group, L.P., the majority shareholder and private equity sponsor of ConvergeOne along with the directors and officers of the Company, together holding approximately 68 percent of the outstanding shares of common stock of the Company, have agreed to tender their shares in the offer pursuant to a tender and support agreement.

White & Case LLP advised CVC Capital Partners with a team including Oliver Brahmst (Picture), Chang-Do Gong, Robert Chung and Brian Smarsh, along with associates Daniel Kozin, Caelah Nelson, Katherine Dineen Smith, Jenna Burch and Morgan Somerset all in New York. The team also included support by: partner Henrik Patel, counsel Kenneth Barr and associate DeVoia Stewart (ECB); partner Seth Kerschner (Environmental); partner Justin Wagstaff and associate Claire Jordan (Finance); partner Arlene Hahn and associates Priyen Patel and Anna Zabotina (IP); partner Sang Ji and associates Shea Thompson and Grayson Weeks (Tax); partner Steve Lutt and associates Julianne Prisco and Alexis Kessler (Real Estate); partner Rebecca Farrington and associate Heather Greenfield (Antitrust); partner Farhad Jalinous and counsel Keith Schomig (CFIUS) and partner Steve Chabinsky and associate Paul Pittman (Cybersecurity).

Cooley advised ConvergeOne with a team including Mehdi Khodadad, Josh DuClos, Matthew D. Silverman, Eric Batill, Ryan Awerkamp, J.G. Harrington, Stacy Crosnicker, Keith Ranta, Kevin King, Eric Kauffman, Buff Miller, Lois Voelz, John McKenna, Jacqueline Grise, Sharon Connaughton, David Dalton, Paula Fleckenstein, Patrick Gibbs, Sarah Lightdale and Milson Yu,

 

Involved fees earner: Mehdi Khodadad – Cooley LLP; Josh DuClos – Cooley LLP; Matthew Silverman – Cooley LLP; Eric Batill – Cooley LLP; Ryan Awerkamp – Cooley LLP; Paula Fleckenstein – Cooley LLP; J.G. Harrington – Cooley LLP; Stacy Crosnicker – Cooley LLP; Keith Ranta – Cooley LLP; Eric Kauffman – Cooley LLP; Buff Miller – Cooley LLP; Lois Voelz – Cooley LLP; Kevin King – Cooley LLP; Jacqueline Grise – Cooley LLP; Sharon Connaughton – Cooley LLP; David Dalton – Cooley LLP; Patrick Gibbs – Cooley LLP; Sarah Lightdale – Cooley LLP; John McKenna – Cooley LLP; Milson Yu – Cooley LLP; Oliver Brahmst – White & Case; Chang-Do Gong – White & Case; Robert Chung – White & Case; Brian Smarsh – White & Case; Daniel Kozin – White & Case; Caelah Nelson – White & Case; Katherine Dineen Smith – White & Case; Henrik Patel – White & Case; Kenneth Barr – White & Case; DeVoia Stewart – White & Case; Seth Kerschner – White & Case; Justin Wagstaff – White & Case; Claire Jordan – White & Case; Arlene Hahn – White & Case; Priyen Patel – White & Case; Anna Zabotina – White & Case; Sang Ji – White & Case; Shea Thompson – White & Case; Grayson Weeks – White & Case; Steven Lutt – White & Case; Julianne Prisco – White & Case; Alexis Kessler – White & Case; Rebecca Farrington – White & Case; Heather Greenfield – White & Case; Farhad Jalinous – White & Case; Keith Schomig – White & Case; Steven Chabinsky – White & Case; Paul Pittman – White & Case;

Law Firms: Cooley LLP; White & Case;

Clients: CVC Capital Partners; ConvergeOne Inc.;

 

Author: Ambrogio Visconti