Madison Dearborn Capital Partners VIII Executive-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P. and Madison Dearborn Capital Partners VIII-A, L.P. managed by Madison Dearborn Partners, LLC made an offer to acquire Benefytt Technologies, Inc. (NasdaqGM:BFYT) on June 9, 2020. As on June 11, 2020, Madison Dearborn Partners submitted a revised non-binding proposal to acquire all outstanding equity interests of Benefytt for $31 per share in cash. Madison Dearborn Partners, LLC signed an agreement to acquire Benefytt Technologies, Inc. (NasdaqGM:BFYT) for approximately $420 million on July 12, 2020. As part of the consideration, Madison Dearborn will conduct a tender offer for all of the class A common stock and class B common stock of Benefytt Technologies. All of the class A common stock of Benefytt will be purchased at a price of $31 per share and class B common stock will be cancelled and retired and will cease to exist, and no consideration shall be delivered in exchange. Following the successful tender of at least a majority of the then outstanding shares of Benefytt’s common stock, Madison Dearborn Partners will acquire any remaining outstanding shares of Benefytt’s class A common stock through a merger at a per share price equal to the tender offer price. Madison Dearborn Partners obtained equity and debt financing commitments for the transactions contemplated by the merger agreement, the proceeds of which will be used pay the merger consideration and all related fees and expenses. Committed financing for the transaction is being provided by Truist Bank, Regions Bank, RBC Capital Markets and TD Bank. In connection with the transaction, Benefytt entered into an exchange agreement with Madison, Health Plan Intermediaries, LLC and Health Plan Intermediaries Holdings, LLC (“Holdings”), pursuant to which, among other things, on or prior to the expiry of the offer, the series B membership interests of Holdings held by each series B member will be exchanged for class A shares and such holders’ class B shares will be automatically cancelled and each series B member will thereafter tender all shares held or controlled by such series B member and its affiliates pursuant to the offer.  In connection with the merger agreement, Madison has entered into a tender and support agreement with certain stockholders collectively representing approximately 8.6% of the outstanding Shares, pursuant to which, such stockholders will tender all of the shares held by them in the offer and terminates upon termination of the merger agreement and certain other events specified therein. Following completion of the transaction, Benefytt will become a private company and will no longer be traded on Nasdaq Global Select Market. Madison Dearborn Partners commenced the tender offer on July 24, 2020. The merger agreement also provides that, Madison will be required to pay Benefytt a termination fee of $29.4 million. In case of termination, Benefytt will pay a termination fee of $14.7 million. Benefytt’s management team, including Chief Executive Officer, Gavin Southwell, is expected to continue to lead the company. Benefytt plans to maintain its operations in Tampa. The offer is subject to any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the transactions having been expired or been terminated, certain required regulatory filings having been made in accordance with the merger agreement,  successful tender of a majority of the then outstanding shares of Benefytt’s common stock, and other customary closing conditions. The consummation of the offer and merger is not subject to a financing condition. As of July 13, 2020, the transaction was unanimously approved by the Board of Directors of Benefytt and was also approved by the Board of Madison Dearborn Partners. As of August 4, 2020, the transaction was granted an early termination notice by the FTC. The closing of the acquisition is expected to occur in the third quarter of 2020. As of July 24, 2020, the tender offer will expire on August 20, 2020. Michael J. Aiello, Eoghan P. Keenan, Joseph Pari, Amy Rubin, Allison Liff, Michael Epstein, John Scribner and Eric Remijan of Weil, Gotshal & Manges LLP acted as legal advisors to Benefytt and Jon Swope and Pushkin Akhawat of BofA Securities, Inc. acted as financial advisor for Benefytt and also rendered its opinion to the Board of Benefytt. Richard J. Campbell, Adam T. Clifford, Sarkis Jebejian, Bob Hayward, James Hu and Kevin Frank of Kirkland & Ellis LLP acted as legal advisors to Madison Dearborn while SunTrust Robinson Humphrey, Inc. acted as its financial advisor. Philip Richter and Roy Tannenbaum of Fried Frank acted as legal advisor to BofA Securities, Inc. Benefytt will pay BofA Securities a fee of approximately $10 million, $1.5 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the closing of the transaction. American Stock Transfer & Trust Company, LLC acted as a depository and D.F. King & Co., Inc. acted as the information agent to Benefytt. Madison Dearborn Capital Partners VIII Executive-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P. and Madison Dearborn Capital Partners VIII-A, L.P. managed by Madison Dearborn Partners, LLC completed the acquisition of Benefytt Technologies, Inc. (NasdaqGM:BFYT) on August 21, 2020. Madison Dearborn Partners acquired shares representing approximately 95.2% of Benefytt’s outstanding shares through the offer. The transaction was completed through the consummation of a merger pursuant to which the MDP Funds purchased all remaining outstanding shares of Benefytt’s Class A common stock at a per share price equal to the tender offer price. As a result of the completion of the acquisition, Benefytt is now a private company and no longer listed on the Nasdaq Global Select Market. Benefytt will maintain its brand name and build upon its tech-first mission to help consumers connect with Medicare and other health and life insurance products. Gavin Southwell will continue to serve as the Chief Executive Officer of Benefytt and will remain headquartered in Tampa, Florida.