Patrick Drahi and his family signed a definitive agreement to acquire the remaining 98.23% stake that the family does not already own in Sotheby's (NYSE:BID) from a group of shareholders for $2.7 billion on June 16, 2019. The acquisition will be made through an entity named BidFair USA LLC (‘BidFair’). Under the terms of the agreement, Sotheby's shareholders will receive $57 in cash per share of Sotheby's common stock as consideration. Each performance stock unit (‘PSU’) subject to performance conditions based on Sotheby’s share price and each deferred stock unit (‘DSU’) will be converted into a right to receive a consideration of $57 per unit in cash. Each PSU not subject to performance conditions based on Sotheby’s share price and each performance cash unit (‘PCU’), restricted cash unit (‘RCU’) and restricted stock unit (‘RSU’) will be converted into an equivalent award representing the right to receive an amount of cash based on the $57 per share price. The consideration represents an enterprise value for Sotheby’s of $3.7 billion. The agreement contains customary “no-shop” restrictions on Sotheby’s ability to solicit alternative transaction proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative transaction proposals. BNP Paribas Securities Corp. and BNP Paribas have committed to provide debt financing, consisting of senior secured credit facilities in an aggregate principal amount of up to $1,550 million, comprised of a $300 million revolving credit facility, an $800 million senior secured term loan facility (provided that an amount up to $404 million of such facility may be re-allocated to a separate facility of term loans available on a delayed draw basis), and a $450 million senior secured asset sale bridge term loan facility, in each case pursuant to a debt commitment letter from the lenders dated as of June 16, 2019. Additionally, Patrick Drahi intends to issue $400 million of high yield senior securities (the “senior notes”) pursuant to a Rule 144A and/or Regulation S under the U.S. Securities Act or other private placement (in each case, without registration rights). In the event some or all of the senior notes are unable to be issued on or prior to the time the transactions contemplated by the merger agreement are consummated, the lenders have committed to provide senior bridge loans under a senior bridge facility in an aggregate principal amount of $400 million, less the gross proceeds from the sale of senior notes issued on or prior to the closing date. Sotheby’s may be required to pay a termination fee of $110.86 million while Patrick Drahi may be required to pay a fee of $221.71 million in the event of termination of the transaction under certain circumstances. Closing of the deal is subject to customary conditions, including regulatory clearance, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by Sotheby’s shareholders, but is not subject to the availability of financing. The Board of Sotheby's and Patrick Drahi have approved the agreement. Sotheby’s Board has decided to recommend the offer to shareholders. Patrick Drahi has entered into a voting and support agreement whereby Third Point Enhanced LP, Third Point LLC (through its funds Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P.), Domenico De Sole, and Thomas S. Smith Jr. have agreed, among other things, to vote their shares of Sotheby’s common stock in favor of the agreement and transactions contemplated by the agreement. As of July 10, 2019, the transaction received early termination notices from Federal Trade Commission. As of August 28, 2019, the transaction was approved by European Commission. As of September 5, 2019, Sotheby’s shareholders have approved the transaction at its special meeting. As of September 19, 2019, all regulatory approvals required for the transaction have been obtained. The transaction is expected to close in the fourth quarter of 2019. As of September 19, 2019, the transaction is expected to be completed on October 3, 2019. LionTree Advisors LLC served as financial advisor and provided a fairness opinion to Sotheby's in connection with the transaction. Pursuant to its engagement letter, Sotheby’s will pay LionTree a fee for its services which is estimated to be between approximately $41 million and $42 million and which is contingent upon the consummation of the merger and the other transactions contemplated by the merger agreement. Sotheby’s paid LionTree $4.2 million in connection with LionTree’s delivery of its fairness opinion, which will be credited against the fee described in the preceding sentence if and when the merger and the other transactions contemplated by the merger agreement are consummated. John P. Mead and Melissa Sawyer from Sullivan & Cromwell LLP served as legal advisors to Sotheby’s. BNP Paribas and Morgan Stanley acted as financial advisors to Patrick Drahi and his family. Kenneth Lefkowitz from Hughes Hubbard & Reed LLP and Eric Sublon from Luther S.A. served as legal advisors to Patrick Drahi and his family. Michael Kazakevich, Alexandru Mocanu and Anna Lawry of Ropes & Gray International LLP also served as legal advisors to Patrick Drahi and his family. BNP Paribas acted as financial advisor to Sotheby's. Sotheby’s has appointed Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of $25,000. Computershare Investor Services served as the transfer agent for Sotheby’s. Hughes Hubbard & Reed LLP acted as legal advisor to Patrick Drahi. Patrick Drahi and his family completed the acquisition of acquire the remaining 98.23% stake that the family does not already own in Sotheby's (NYSE:BID) from a group of shareholders on October 3, 2019.