Clearlake Capital Group, L.P. entered into a definitive merger agreement to acquire Endurance International Group Holdings, Inc. (NasdaqGS:EIGI) from certain affiliates of Warburg Pincus LLC and Goldman Sachs Private Equity Partners, L.P. managed by Goldman Sachs Private Equity Group, Endurance’s directors and executive officers and others for $1.5 billion on November 1, 2020. Under the terms of the definitive agreement, Clearlake will acquire all of the outstanding common shares of Endurance for $9.5 per share in cash. The transaction is valued at approximately $3 billion including outstanding indebtedness. The transaction was financed through a combination of cash made available to Clearlake Capital by cash equity contributions from funds managed by Clearlake. J.P. Morgan, Bank of America, BofA Securities, Deutsche Bank Securities, and UBS Investment Bank have agreed to provide debt financing for the transactions. The financing under the debt commitment letter, the availability of which is contingent on the satisfaction of certain conditions, including the closing of the merger, provides for credit facilities in an aggregate principal amount of up to $2,500 million, consisting of a senior secured first lien term loan facility in an aggregate principal amount of $1,830 million, a senior secured revolving credit facility in an aggregate principal amount of $200 million and a senior unsecured bridge facility in an aggregate principal amount of up to $470 million. If the agreement is terminated, Endurance will be required to pay a termination fee of $37.39 million. The agreement also provides that Clearlake will be required to pay a reverse termination fee of $119.65 million. Clearlake also announced the formation of Newfold Digital through the combination of Endurance Web Presence and Web.com Group, Inc. (“Web”). Newfold Digital will be led by Web CEO and President Sharon Rowlands and Web CFO Christina Clohecy. The proposed transaction is subject to approval by Endurance shareholders, obtaining any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained by such party (or any of its subsidiaries) from any governmental entity along with the satisfaction of customary closing conditions (including antitrust regulatory clearance). The transaction is not subject to any financing condition. The members of the Endurance Board of Directors have unanimously approved the transaction. The Clearlake Board of Directors has also approved the transaction. Certain affiliates of Warburg Pincus and Goldman Sachs Private Equity Partners have entered into a voting agreement committing them to, among other things, vote approximately 36% of the outstanding shares of Endurance common stock in favor of adopting the acquisition agreement. As of November 23, 2020, the transaction was granted an early termination notice from the FTC. The transaction was approved by Endurance’s stockholders on January 14, 2021. The transaction is expected to close in the first quarter of 2021. David Handler, Nolan Scaperotti and Jacob Levy of Centerview Partners LLC and Gregoire Baudot, Clinton Siegfried, Sam Britton and Nick Pomponi at Goldman Sachs & Co. LLC acted as co- financial advisors and fairness opinion providers and Andrew R. Bonnes, Mark Borden, Jay Bothwick and Mark Nylen of Wilmer Cutler Pickering Hale and Dorr LLP acted as the legal advisors to Endurance. David Baron and Aleksej Moser of Rothschild & Co SCA (ENXTPA:ROTH) and Lazard Ltd (NYSE:LAZ) acted as financial advisors to Clearlake. Mehdi Khodadad, Eric Kauffman, Ash Nagdev, Elizabeth Chen, Ken Daly, Karen Kazmerzak, Rachel D. Kleinberg, Jon Litsey, Stacy Crosnicker and Teresa L. Reuter of Sidley Austin LLP and Ross Leff and Nicholas Schwartz of Kirkland & Ellis LLP acted as the legal advisors to Clearlake. JPMorgan Chase & Co. (NYSE:JPM) and UBS Capital Markets L.P acted as a financial advisors to Clearlake Capital. Fenwick represents Centerview Partners LLC which acted as financial advisor to Endurance. Endurance has agreed to pay Goldman Sachs a transaction fee of approximately $21 million, $1 million of which became payable at announcement of the merger, and the remainder of which is contingent upon consummation of the merger. Morrow & Co., LLC acted as the information agent to Endurance and will receive as fee of approximately $12,000 for the services rendered. Endurance has agreed to pay Centerview an aggregate fee of approximately $21.1 million, of which $1 million was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the transaction. Clearlake Capital Group, L.P. completed the acquisition of Endurance International Group Holdings, Inc. (NasdaqGS:EIGI) from certain affiliates of Warburg Pincus LLC and Goldman Sachs Private Equity Partners, L.P. managed by Goldman Sachs Private Equity Group, Endurance’s directors and executive officers and others on February 10, 2021. In partnership with Siris Capital Group, LLC, Clearlake also announced the formation of NewfoldDigital through the combination of Endurance Web Presence and Web.com Group, Inc. In connection with the closing of the transaction, Endurance will be delisted from NASDAQ.