Carbonite, Inc. (NasdaqGM:CARB) entered into a definitive agreement to acquire Webroot Inc. from Accel, Technology Crossover Ventures for approximately $620 million on February 7, 2019. Under the terms of the transaction, Carbonite will acquire common shares and series A preferred shares of Webroot. Each outstanding and unexercised stock option of Webroot will be terminated and cancelled upon the consummation of the merger in exchange for a cash payment based on the merger consideration (net of option exercise price and applicable taxes). The consideration will be paid in cash and is subject to adjustment with respect to cash, debt, transaction expenses and working capital. Pursuant to the transaction, Carbonite entered into a financing commitment letter with Barclays Bank PLC, Citizens Bank, N.A. and Royal Bank of Canada for a seven-year senior secured term. Carbonite will fund the transaction with existing cash on hand and loan facility of $550 million and a five-year senior secured revolving credit facility. Barclays, Citizens Banks, and RBC Capital Markets, LLC have provided committed financing in support of the transaction. Upon closing, Webroot will continue as a wholly owned subsidiary of the Carbonite. Webroot's revenue was approximately $215 million for the fiscal year ended June 30, 2018. Linda Connly was appointed to serve as a director on the Board of Directors of the Carbonite. Certain members of Webroot’s management team have entered into employment agreements and restrictive covenant agreements with the Carbonite, which will become effective upon consummation of the Merger. Peter Gyenes resigned as a member of the Board. The consummation of the merger is subject to certain conditions, including the receipt of regulatory clearance, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The consummation of the merger is not subject to a financing condition. The transaction has been unanimously approved by the Board of Directors of Carbonite and Webroot and by requisite percentage of stockholders of Webroot. As of February 28, 2018, the Federal Trade Commission granted early expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. The transaction will be terminated if it has not been consummated by May 8, 2019, which date is subject to extension in certain circumstances with respect to regulatory clearance. The merger is expected to be consummated in the first quarter of 2019. The transaction is expected to be immediately accretive on an earnings and cash flow basis, following the close of the transaction. RBC Capital Markets, LLC and Barclays acted as financial advisors to Carbonite. Graham Robinson, Faiz Ahmad, Hannah Fraley, Leonard Greenberg, Brittany Hazelwood, Merric Kaufman, Ken Kumayama, Marissa Leonce, Kenneth Schwartz, Chade Severin and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Carbonite. William Blair & Company, L.L.C. acted as financial advisor to Webroot while Goodwin Procter LLP and Holland & Hart LLP acted as legal advisors. James Cross, Edward Bersuder, Teresita Acedo, Graham Robinson, Faiz Ahmad, Chadé Severin, Marissa Leonce, Merric Kaufman, Moshe Spinowitz, Leonard Greenberg, Ken Kumayama, Brittany Hazelwood, David Schwartz and Hannah Fraley of Simpson Thacher & Barlett LLP acted as legal advisors to Carbonite.