HelpSystems, LLC signed a definitive merger agreement to acquire GlobalSCAPE, Inc. (AMEX:GSB) from a group of shareholders for approximately $180 million on July 19, 2020. HelpSystems will acquire all outstanding shares of GlobalSCAPE for $9.5 per share in cash. The transaction is structured as a tender offer followed by a merger, valued at approximately $217 million, including debt to be refinanced. Senior GlobalSCAPE management and current and former GlobalSCAPE directors and their affiliates, who collectively hold approximately 33% of the outstanding shares, have agreed to tender their shares in the transaction. At the effective time of the merger, all remaining outstanding shares not tendered in the offer will be cancelled and converted into the right to receive cash in an amount equal to the offer price, without interest (the “merger consideration”), subject to any required withholding of taxes. Concurrently with the execution of the merger agreement, certain beneficial owners of GlobalSCAPE's common stock, including the GlobalSCAPE's Chief Executive Officer and each member of the GlobalSCAPE's Board of Directors, entered into support agreements with HelpSystems pursuant to which such parties agreed, among other things, to tender the shares held by them and certain of their affiliates in the offer, upon the terms and subject to the conditions of such agreements. The shares subject to the Support Agreements comprise approximately 33% of the outstanding shares of GlobalSCAPE's common stock. The transaction will be funded with cash on hand and new debt. Jefferies Finance LLC, Golub Capital LLC, Ares Capital Management LLC, Hudson Post Credit and credit funds affiliated with Charlesbank Capital Partners LLC have provided a commitment to HelpSystems to provide the necessary debt financing of $205 million. HelpSystems, LLC will also receive equity commitments of $205 million which will be used to fund the transaction. Upon completion, GlobalSCAPE will become a wholly owned subsidiary of HelpSystems. In case of termination, GlobalSCAPE will pay HelpSystems a termination fee of $5.5 million or, under certain circumstances prior to the No-Shop period start date, $3.7 million; and HelpSystems will pay GlobalSCAPE a reverse termination fee of $11.1 million. GlobalSCAPE will solicit alternative transaction proposals from third parties ("Go-Shop Parties") for a period ending August 24, 2020, subject to customary conditions specified in the merger agreement. If the GlobalSCAPE Board determines that an alternative transaction proposal is superior to the merger with HelpSystems, GlobalSCAPE may terminate the merger agreement and accept the superior proposal. In addition, the merger agreement provides HelpSystems a customary right to match a superior proposal. GlobalSCAPE's directors will resign upon the effective time, and the directors of HelpSystems's prior to effective time be the initial officers of the surviving corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal. The transaction is subject to GlobalSCAPE's stockholders tendering shares representing one more than 50% of the sum of the total number of shares outstanding at the expiration of the offer, plus the aggregate number of shares then issuable to holders of options to purchase shares of GlobalSCAPE’s common stock from which GlobalSCAPE has received notices of exercise prior to the expiration of the offer, certain regulatory approvals, the expiration or termination of any waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the purchase of shares pursuant to the offer or the consummation of the merger and other customary conditions. The transaction is subject to approval of GlobalSCAPE’s shareholders. The agreement has been unanimously approved by the Boards of Directors of both companies. The tender offer commenced on July 31, 2020 and expires on August 27, 2020, unless the tender offer is extended or earlier terminated pursuant to its terms. On August 4, 2020, the FTC and the antitrust division granted early termination of the waiting period under the HSR Act applicable to the Offer. On August 24, 2020, the 35-day "go-shop" period expired. As a result, GlobalSCAPE became subject to customary “no-shop” restrictions that limit its and its representatives’ ability to solicit alternative transaction proposals from third parties. The transaction is expected to close in the third quarter of 2020. As of July 23, 2020, the transaction is expected to close before the end of September 2020. As of July 31, 2020, the transaction is expected to be completed on August 27, 2020. As per amended filing, the transaction is expected to close on August 28, 2020. Kurt Hoofnagle, Kerry North and Bryan Scanlon of Stephens Inc. acted as the exclusive financial advisor to GlobalSCAPE, including the go-shop process and will receive a fee of approximately $4.6 million for its services, all of which is contingent upon consummation of the merger. B. Riley FBR delivered a fairness opinion to the Board of Directors of GlobalSCAPE and will receive a fee of $0.25 million for its services. Adam W. Finerman, Kenneth A. Schlesinger, Thomas J. Fleming, Jeremy M. King, Peter M. Sartorius, Mary L. Grieco, Stephen L. Ferszt, Hyman Kindler and Mark A. Limardo of Olshan Frome Wolosky LLP acted as legal advisors to GlobalSCAPE. John T. Haggerty and Lillian Kim of Goodwin Procter LLP acted as legal advisors to HelpSystems. MacKenzie Partners, Inc. acted as the Information Agent and American Stock Transfer & Trust Company, LLC acted as the depository bank to HelpSystems, LLC.