Funds managed by affiliates of Digital Colony Management, LLC entered into a definitive agreement and plan of merger to acquire Boingo Wireless, Inc. (NasdaqGS:WIFI) for approximately $650 million on February 26, 2021. Under the terms of the agreement, Digital Colony will acquire all the outstanding shares of Boingo common stock for $14.00 per share in cash through a merger, in a transaction valued at approximately $854 million, including the assumption of $199 million of Boingo’s net debt obligations. Upon completion of the transaction, Boingo will transition from a public company to a privately held company. Boingo Wireless will have a 25-business day go-shop period. Commitment for approximately $950 million financing consists of a combination of $700 million equity financing from Digital Colony Partners II, LP and $350 million of debt financing from Truist Bank and Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A. Debt financing is comprised of (a) $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, (b) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (c) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement. As a result of the Merger, Boingo will become a wholly owned subsidiary of Digital Colony Management. In case of termination, Boingo will pay a termination fee of $19.635 million and Digital Colony will pay a termination fee of $32.725 million. The transaction is subject to the receipt of Boingo shareholder approval, regulatory approvals and other customary closing conditions and any applicable waiting period under the HSR Act shall have expired or been terminated. The transaction has been unanimously approved by Boingo’s Board of Directors. The Board of Directors of Boingo Wireless unanimously recommends that the shareholders vote “FOR” the adoption of the Merger Agreement. As of April 28, 2021, The Special Meeting will take place on June 1, 2021 for shareholders’ approval. On June 1, 2021, Boingo shareholders approved the transaction. The transaction is expected to close in the second quarter of 2021. TAP Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Boingo’s Board of Directors in connection with the transaction and Ilan Lovinsky, Andrew Luh and John Olson of Gunderson Dettmer acted as legal advisors to Boingo. Credit Suisse is acting as lead financial advisor and Truist Securities Inc. is acting as co-financial advisor to Digital Colony in connection with the transaction. David Lieberman, Christopher May, Brian Gluck, David Rubinsky, Joo Hyun Lee, Ryan Bekkerus, Jonathan Lindabury, Drew Purcell, Lori Lesser, Genevieve Dorment, Michael Isby and Dennis Loiacono of Simpson Thacher acted as legal advisors to Digital Colony. Bruce Gutenplan and Scott Grader of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to TAP Advisors, parent of TAP Securities LLC. Morrow & Co., LLC acted as information agent and American Stock Transfer & Trust Company, LLC acted as transfer agent to Boingo. Boingo has also agreed to pay a fee of $1 million that became payable upon delivery of TAP Advisors’ opinion and also agreed to pay TAP Advisors a cash transaction fee of $16.5 million, contingent upon consummation of the Merger. Funds managed by affiliates of Digital Colony Management, LLC completed the acquisition of Boingo Wireless, Inc. (NasdaqGS:WIFI) on June 2, 2021. As a result of the completion of the transaction, Boingo is now a privately-held company and its common stock no longer trades on the NASDAQ.