Funds managed by The Jordan Company, L.P. entered into a definitive agreement to acquire Echo Global Logistics, Inc. (NasdaqGS:ECHO) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors L.P., The Vanguard Group, Inc. and others for $1.3 billion on September 9, 2021. Under the terms of the agreement, Echo stockholders will receive $48.25 per share in cash. Credit Suisse AG and Citi will provide financing for the transaction. As of October 15, 2021, The Jordan Company entered into with Credit Suisse, Citi, BMO, Bank of Montreal, BNP, Citizens, KeyBank, UBS Finance, UBS Securities, MUFG and Barings  pursuant to which they have committed to provide (i) a seven-year senior secured first lien term loan facility in an aggregate principal amount of $550.0 million, (ii) an eight-year senior secured second lien term loan facility in an aggregate principal amount of $160.0 million and (iii) a five-year senior secured first lien revolving credit facility in an aggregate principal amount equal to $100.0 million, to fund a portion of the consideration for the merger, refinance certain existing indebtedness of Echo Global Logistics and related transaction fees, costs and expenses. In addition, The Resolute Fund V, L.P. will provide equity commitment equal to $758.1 million in cash to fund the acquisition. Upon termination of the agreement by Echo or The Jordan Company upon specified conditions, Echo will be required to pay The Jordan Company a termination fee of approximately $39.588 million, and upon termination of the merger agreement by Echo or The Jordan Company under other specified conditions, The Jordan Company will be required to pay Echo a termination fee of approximately $79.176 million.

The acquisition is subject to customary closing conditions, including approval of the transaction by the holders of a majority of the outstanding shares of Echo common stock and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The closing is not subject to a financing condition. The special meeting of stockholders is to be held on November 19, 2021. The definitive agreement was unanimously approved by Board of Directors of Echo and Jordan. Echo Global Board of Directors unanimously recommends that our stockholders vote “FOR” the proposal to approve the merger agreement. As of October 27, 2021, the applicable waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m., Eastern Time, on October 25, 2021. The transaction has been approved by the shareholders of Echo Global on November 19, 2021. The transaction is expected to be completed in the fourth quarter of 2021. As of November 19, 2021, the merger is expected to close on November 23, 2021.

Morgan Stanley & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to Echo, and Steven J. Gavin, Kyle S. Gann, Neely B. Agin, James R. Brown, Douglas C. Lionberger, Oriana D. Pietrangelo, Jeffrey R. Shuman and Jennifer Stadler of Winston & Strawn LLP is serving as legal counsel to Echo. Citigroup Global Markets Inc. is serving as financial advisor to The Jordan Company. Andrew Arons, Jason Serlenga, Matthew Lovell, Michael Schulman, Michael Krasnovsky, Jared Rusman, Katherine Rocco and Lukas Richards of Kirkland & Ellis LLP is serving as legal counsel to The Jordan Company. Robert Masella of Shearman & Sterling represented Morgan Stanley & Co. LLC. D.F. King & Co., Inc. acted as proxy solicitor to Echo Global Logistics. D.F. King will receive a fee of $12,500. As compensation for Morgan Stanley's financial advisory services, Echo has agreed to pay Morgan Stanley a fee, a significant portion of which is contingent upon the closing of the merger, of approximately $24 million. As compensation for Morgan Stanley rendering a financial opinion to the Echo's Board, Echo paid Morgan Stanley a fee equal to $1.5 million, which will be credited against the Morgan Stanley transaction fee payable if the merger is consummated.

The Jordan Company, L.P. completed the acquisition of acquire Echo Global Logistics, Inc. (NasdaqGS:ECHO) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors L.P., The Vanguard Group, Inc. and others on November 23, 2021. In connection with the transaction, Douglas Waggoner, William Farrow, Matt Ferguson, David Habiger, Samuel Skinner, and Virginia Henkels resigned from the Board of Echo.