Gainwell entered into a definitive agreement to acquire HMS Holdings Corp. (NasdaqGS:HMSY) for $3.3 billion on December 20, 2020. Under the terms of the agreement, HMS' shareholders will receive $37 in cash per share. The transaction will result in an enterprise value for HMS of approximately $3.4 billion. Gainwell has obtained financing commitments for the purpose of financing the transaction. JPMorgan Chase Bank, N.A., together with certain of its affiliates have agreed to provide Gainwell with debt financing in an aggregate principal amount of up to $2,486 million. Additionally, a preferred equity/payment- in- kind debt commitment in an aggregate amount of up to $1,068 million has been received on the terms set forth in a preferred equity/mezzanine commitment letter. Post completion, HMS will operate as a wholly owned subsidiary of Gainwell. Veritas-backed Cotiviti, Inc. will subsequently acquire certain business lines, expanding health plan solutions of HMS. Veritas, parent of Gainwell, will look to optimize the HMS solution set across Gainwell and Cotiviti, Inc. Gainwell will acquire the HMS capabilities focused on the Medicaid market, including solutions delivered to states and managed care organizations, and Cotiviti will acquire the HMS capabilities focused on the commercial, Medicare, and federal markets. The merger agreement can be terminated under certain circumstances. The agreement further provides that HMS may be required to pay Gainwell a termination fee of $67.4 million under certain specified circumstances and that Gainwell may be required to pay HMS a termination fee of $185.3 million under certain specified circumstances, as well as to reimburse up to $10 million of out-of-pocket expenses of HMS under certain specified circumstances. The closing of the transaction is subject to the approval the holders of a majority of HMS's outstanding common stock; any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or having been terminated, the merger having not then been enjoined, restrained, made illegal or otherwise prohibited by any applicable law or any order, judgment, decree, injunction or ruling (whether preliminary or final) of any governmental authority; the truth and accuracy of the other party's representations and warranties in the merger agreement, subject in certain cases to a materiality or material adverse effect, the compliance with or performance, in all material respects, Gainwell shall have received a certificate executed on behalf of HMS by its authorized representative to the effect that the conditions set forth have been satisfied and satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is not conditioned on Gainwell’s receipt of the financing. The transaction was unanimously approved by HMS’ Board of Directors. Gainwell Board has also approved the transaction. The Board of Directors unanimously recommends a vote "FOR" the Merger Proposal. On January 15, 2021, the FTC notified HMS and Gainwell that their request for early termination of the applicable waiting period was granted. As of March 29, 2021, the transaction was approved by HMS shareholders in a meeting held on March 26, 2021. The transaction is expected to close in the first half of 2021. Barclays is acting as financial advisor; and Thomas Malone, Charles Ruck, Dennis Lamont, Matthew Dewitz, Michelle Carpenter, JD Marple, Farrell Malone and Mandy Reeves, Michele Johnson, Kristin Murphy, Betsy Mukamal, Betty Pang, Heather Deixler, Javier Stark and Kyle Jefcoat of Latham & Watkins LLP are serving as legal advisors to HMS. Goldman Sachs & Co. LLC is acting as exclusive financial advisor; and Richard A. Presutti, Antonio Diaz-Albertini and Ian Levin of Schulte Roth & Zabel LLP is serving as legal advisors to Gainwell. Barclays Capital Inc. will receive a fee of $32.9 million for its services of which $3 million is payable upon delivery of its opinion. J.P. Morgan acted as financial advisor to Gainwell. Gainwell completed the acquisition of HMS Holdings Corp. (NasdaqGS:HMSY) on April 1, 2021. As a result of the completion of the transaction, shares of HMS common stock were removed from listing on the Nasdaq Stock Market.