Ardian North America Fund II LP managed by Ardian entered into an agreement to acquire PRGX Global, Inc. (NasdaqGS:PRGX) from Northern Right Capital Management, L.P. and other shareholders for approximately $190 million on December 24, 2020. Under the terms of the agreement, Ardian will pay PRGX shareholders $7.71 per share in cash for each share of PRGX?s common stock. The all-cash transaction, subject to completion, is valued at approximately $195 million. At the effective time of the merger, (i) each outstanding company restricted stock unit award (whether vested or unvested) will be automatically cancelled and converted into the right to receive the per share price multiplied by the number of shares subject to such restricted stock unit award, (ii) each outstanding company performance-based restricted stock unit award (whether vested or unvested) will be automatically cancelled and converted into the right to receive the per share price multiplied by the number of shares subject to such performance-based restricted stock unit award, assuming target performance, (iii) each Company restricted stock award outstanding as of immediately prior to the effective time will be automatically cancelled and converted into the right to receive the per share?price?multiplied by the number of shares of company restricted stock?subject?to such restricted stock award, and (iv)?the company deferred compensation plan for?non-employee?Directors (the ?Directors Plan?) shall be terminated and the deferral account of each Director participating in the Directors Plan shall be distributed to each such director, including each share of Company common stock otherwise distributable under the Directors Plan, which shall be valued based on the per share?price. The merger agreement requires that PRGX Global not solicit proposals relating to alternative transactions and not enter into discussions concerning or provide confidential information in connection with alternative transactions. Ardian will be using equity and debt financing to fund the merger?consideration. Ardian has received a debt commitment letter from Oaktree Capital Management, L.P. and LBC Credit Partners, Inc. to provide a senior secured first lien credit facility in the aggregate principal amount of $149 million. The investors, affiliates of Ardian, have collectively provided an equity commitment up to $89.7 million. Upon closing, PRGX will operate as a privately held company. PRGX Global common stock will be delisted from Nasdaq, and deregistered under the Securities Exchange Act of 1934. Upon termination of the merger agreement by PRGX Global, PRGX Global will be required to pay to Ardian a termination fee of $9.8 million. Upon termination of the merger agreement under specified circumstances, Ardian will be required to pay PRGX Global a termination fee of $11.37 million. Closing of the transaction is conditioned upon, among other things, receipt of PRGX Global?s shareholder approval, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The deal is also conditional on PRGX Global delivering to Ardian a statement by PRGX conforming to the requirements of Section 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the Treasury Regulations, and an Internal Revenue Service notice conforming to the requirements of Section 1.897-2(h)(2). Each of PRGX?s Directors and Executive Officers and Northern Right Capital Management, have agreed to vote the shares in favor of the definitive merger agreement. Certain shareholders holding approximately 13.08% stake in PRGX have entered into support agreements and will vote in favor of the transaction. PRGX Board of Directors have unanimously approved the transaction. The Boards of Directors of Ardian approved the deal. A special meeting of shareholders of PRGX will be held on March 2, 2021 at 9:00 a.m. Eastern Standard Time, exclusively through remote communication in a virtual meeting format. The closing of the transaction is not conditioned on financing. PRGX expects the transaction to close during the first quarter of 2021. Truist Securities, Inc. is acting as financial advisor to PRGX, and David W. Ghegan and Kristen O?Connor of Troutman Pepper Hamilton Sanders LLP is serving as legal advisors to PRGX. Dmitriy Chelnitsky, Judith R. Fiorini, Jim Ritter, Evan Williams, Andrew Felner and John Tishler of Sheppard, Mullin, Richter & Hampton LLP is serving as legal advisors to Ardian. PRGX?s Board has received the?fairness opinion?from Truist Securities. American Stock Transfer & Trust Company acted as transfer agent for PRGX. Innisfree M&A Incorporated acted as proxy agent for PRGX and will get a fee of approximately $15,000 for services. Truist Securities will receive a transaction fee of approximately $3,750,000. Upon the rendering of opinion, Truist Securities became entitled to a fee of $750,000.