Francisco Partners Management, L.P. and Evergreen Coast Capital Corp. entered into a definitive agreement to acquire LogMeIn, Inc. (NasdaqGS:LOGM) for $4.4 billion on December 17, 2019. Shareholders of LogMeIn will receive $86.05 per share in cash. Barclays PLC (LSE:BARC), RBC Capital Markets, LLC, Deutsche Bank Securities Inc., Jefferies Finance LLC, and Mizuho Bank, Ltd. have provided committed debt financing of $3.55 billion for the transaction consisting of senior secured first lien credit facilities comprised of a $2.7 billion first lien term loan facility, and a $250 million first lien revolving credit facility, and a $600 million senior secured second lien term loan facility. On August 10, 2020, affiliates of Francisco Partners, L.P., intends to privately offer, subject to market conditions, Senior Secured Notes in an aggregate principal amount of $750 million due 2027. The net proceeds from the offering of the Notes, together with other financing sources, will be used to fund the acquisition. As of August 14, 2020, LogMeIn has priced an offering of $950 million in aggregate principal amount of its 5.50% Senior Secured Notes due 2027. The offering was upsized to $950 million from the previously announced offering size of $750 million. The sale of the Notes is anticipated to close concurrently with the closing of the acquisition. If the sale of the Notes is not completed concurrently with the closing of the acquisition, then the proceeds from the sale of the Notes will be placed into escrow until the closing of the acquisition. The definitive agreement for the transaction includes a customary 45-day “go-shop” period which permits LogMeIn and its advisors to actively solicit alternative acquisition proposals, and potentially enter negotiations with other parties that make alternative acquisition proposals. Upon completion of the transaction, LogMeIn will become a privately held company and its common shares will no longer be listed on any public market. If the agreement is terminated in connection with LogMeIn entering into a Company Acquisition Agreement (as defined in the Agreement) in respect of a Superior Proposal prior to the Solicitation Period End Date or within one business day following the expiration of any Notice Period that began on or prior to the business day following the Solicitation Period End Date, the LogMeIn will be required to pay to buyers a termination fee of $65 million. Upon termination of the Agreement under specified circumstances, including with respect to the LogMeIn’s entry into an agreement with respect to a Superior Proposal other than as described in the preceding sentence or the Board effecting a Change of Board Recommendation, LogMeIn will be required to pay to the buyers a termination fee of $130 million. The buyers may be required to pay to LogMeIn a reverse termination fee of $303 million if the transaction is terminated under specified circumstances. The transaction is subject to customary closing conditions, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the expiration of any waiting period under other applicable competition laws, receipt of stockholder and regulatory approvals. The closing of the transaction is not subject to a financing condition. As of April 23, 2020, the transaction is subject to receipt of Federal Communications Commission and remaining state communications regulatory approvals and other customary closing conditions. On January 7, 2020, the U.S. Federal Trade Commission granted the early termination notice. The Board of Directors of LogMeIn approved the agreement and recommended that shareholders vote in favor of the transaction. As of January 31, 2020, the go-shop period has expired. No alternative acquisition proposals were received by LogMeIn during the go-shop period. Following the expiration of the go-shop period, LogMeIn became subject to customary no-shop restrictions that limit its and its representatives’ ability to solicit alternative acquisition proposals from third parties, subject to customary “fiduciary out” provisions. On February 14, 2020, applicable waiting period expired and accordingly, receipt of requisite competition and merger control approval in Austria has been satisfied. As of March 12, 2020, the stockholders of LogMeIn, Inc. have approved the transaction at its special meeting of stockholders. In July 2020, the parties received the final regulatory approvals required to complete the transaction. The transaction is expected to close in mid-2020. As of July 29, 2020, the transaction is expected to close later in the third quarter of 2020 following the completion of Francisco Partners’ and Evergreen Coast Capital Corp.’s debt marketing periods. George Boutros and Ethan Zweig of Qatalyst Partners and Drago Rajkovic, Marvin Larbi-Yeboa, Kyu Ha Lim and Tomas Hamudis of J.P. Morgan Securities LLC are acting as financial advisors and fairness opinion provider to LogMeIn. Michael Diz and Sue Meng of Debevoise & Plimpton advised J.P. Morgan Securities Inc. John H. Chory, Bradley C. Faris, Jason T. Morelli Susan Mazur, Emily Taylor, Sarah Gagan, Laurence Stein, David Della Rocca, Hanno Kaiser, Matthew Brill, Elizabeth Park and Les Carnegie of Latham & Watkins LLP served as legal advisors to LogMeIn. Mizuho Bank, Ltd. is acting as lead financial advisor and Barclays, Deutsche Bank Securities, Jefferies LLC, and RBC Capital Markets are acting as co-financial advisors to Francisco Partners and Evergreen with Steve L. Camahort, Jeffrey C. Wolf and Michael J. Kennedy, Dan Stellenberg, Jane Song, Sherrese Smith, Jim Smulkowski and Michael Wise of Paul Hastings LLP, Christopher Kirkham, Brian Ford and Robert Goedert of Kirkland & Ellis LLP, and Richard Birns and Andrew Herman of Gibson, Dunn & Crutcher LLP serving as legal advisors. Spencer Klein of Morrison & Foerster is advising Qatalyst Partners. Innisfree M&A Inc. acted as the proxy solicitor for LogMeIn and will levy a fee of approximately $0.02 million. LogMeIn will pay J.P. Morgan Securities LLC a fee of $28 million, $5 million of which became payable upon the delivery by J.P. Morgan of its opinion. Qatalyst Partners will be paid approximately $33 million, $0.25 million of which was paid following the execution of the engagement letter and $3.5 million of which was payable upon the delivery of its opinion. Francisco Partners Management, L.P. and Evergreen Coast Capital Corp. completed the acquisition of LogMeIn, Inc. (NasdaqGS:LOGM) on August 31, 2020.