Clayton, Dubilier & Rice Fund X, L.P. and other funds managed by Clayton, Dubilier & Rice, LLC entered into a definitive agreement to acquire Anixter International Inc. (NYSE:AXE) for $3.3 billion on October 30, 2019. Under the terms of the merger agreement, Clayton, Dubilier & Rice managed funds will acquire the shares of Anixter International Inc. at $81 per share in cash. As of November 21, 2019, Anixter and CD&R agreed to an amendment to the merger agreement to increase the per-share consideration payable to Anixter’s shareholders to $82.50 per share in cash. As of December 23, 2019, Anixter and CD&R agreed to an amendment to the merger agreement to increase the per-share consideration payable to Anixter’s shareholders to $86 per share and a $2.50 in cash per share contingent value right if CD&R, any of its subsidiaries (including, following the Merger, the Company) or any fund managed by CD&R (a) acquires a majority of the consolidated assets or issued and outstanding capital stock of WESCO International, Inc. or (b) sells to WESCO International or any of its subsidiaries a majority of the consolidated assets or issued and outstanding capital stock of the Company. As of January 2, 2020, Anixter and CD&R agreed to an amendment to the merger agreement to increase the per-share consideration payable to Anixter’s shareholders to $93.5 per share. The transaction has fully committed financing. Equity financing in an amount equal to $1,092.5 million will be provided by Clayton, Dubilier & Rice Fund X, L.P. Debt financing in an aggregate principal amount of up to $3,850 million has been obtained from Bank of America, J.P. Morgan, Deutsche Bank Securities Inc. and Credit Suisse. The transaction will result in Anixter International Inc. becoming a private company. The agreement provides for a 40 day “go-shop” period during which Anixter International Inc. may solicit superior proposals from third parties continuing until December 9, 2019. Anixter's Board of Directors concluded that the amended offer per share is in the best interest of Anixter's stockholder. To the extent that a superior proposal received prior to December 9, 2019 or, in certain circumstances, 10 days thereafter leads to the execution of a definitive agreement, or in case of termination of the agreement Anixter International Inc. would be obligated to pay a $45 million termination fee. Clayton, Dubilier & Rice, LLC will pay a termination fee of $190 million in case of termination of agreement. As of November 22, 2019, to the extent that the merger agreement is terminated for a superior proposal prior to November 24, 2019 or, in certain circumstances, five days thereafter, Anixter would be obligated to pay a $60 million break-up fee to CD&R. If the merger agreement is terminated for a superior proposal after the aforementioned period, Anixter would be obligated to pay a $100 million break-up fee to CD&R. Upon completion of the transaction, Bill Galvin, along with other members of Anixter International Inc.’s executive management team, will continue to lead Anixter International Inc. The transaction is subject to the approval of the stockholders of Anixter International Inc., antitrust, regulatory approvals including approvals from authorities of Canada, European Union, Mexico, Russia and Turkey and is subject to other customary closing conditions. The transaction is not subject to any condition with regard to the financing. The Board of Directors of Anixter International Inc. unanimously approved the transaction and recommended that its stockholders approve the merger. Certain stockholders of Anixter International Inc., including entities associated with Sam Zell, Chairman of the Board of Anixter International Inc., which own approximately 9% of the outstanding shares of Anixter International Inc., have entered into a voting agreement with Clayton, Dubilier & Rice, pursuant to which they have agreed, among other things, to vote their shares of Anixter International Inc. common stock in favor of the merger. As of November 20, 2019, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. As of November 22, 2019, the amended merger agreement is unanimously approved by Board of Directors of Anixter. As of December 10, 2019, Clayton, Dubilier & Rice's has filed for approval of the deal in the European Commission. As of December 23, 2019, the required antitrust waiting periods have expired, or approvals or clearances have otherwise been obtained, in the United States, Canada, Mexico and Costa Rica. The transaction remains conditioned on approvals or clearances in the European Union, Russia and Turkey, which are expected to be received by February 2020. The special meeting of stockholders of Anixter will consider the transaction for approval on February 4, 2020. As of January 3, 2020, Anixter International will held a special meeting of stockholders to approve the transaction on February 4, 2020 and The Board unanimously recommends the shareholders to approve the transaction. The transaction is expected to close by the end of the first quarter of 2020. As of December 23, 2019, the transaction is expected to be completed in early February 2020. As of January 2, 2019, the transaction is expected to be completed as early as February 2020. Todd Kaplan of Centerview Partners LLC acted as lead financial advisor and fairness opinion providers and Trip Caldwell of Wells Fargo Securities, LLC acted as financial advisors and fairness opinion providers and Irving L. Rotter, Alan G. Grinceri, Ram Burshtine and Gabriel Saltarelli of Sidley Austin LLP acted as legal advisors to Anixter International Inc. BofA Securities, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., The Goldman Sachs Group, Inc. and Credit Suisse acted as financial advisors and Kevin M. Schmidt, Jennifer L. Chu, Jeffrey E. Ross, Morgan J. Hayes, Erin Cleary, Timothy McIver, Frank Mitchell, Margaret O’Neill, Stuart Hammer, Kyra Bromley and Erich Grosz of Debevoise & Plimpton LLP acted as legal advisors to Clayton, Dubilier & Rice. David S. Stone of Neal, Gerber & Eisenberg LLP acted as legal advisor to the shareholders of Anixter International. Morrow & Co., LLC acted as the proxy solicitor to Anixter International. William H. Aaronson of Davis Polk & Wardwell, LLP acted as legal advisor to Centerview Partners. Clayton, Dubilier & Rice Fund X, L.P. and other funds managed by Clayton, Dubilier & Rice, LLC cancelled the acquisition of Anixter International Inc. (NYSE:AXE) on January 13, 2020. Upon termination of the agreement, Anixter entered into a merger agreement with WESCO International, Inc.