Voya Financial, Inc. (NYSE:VOYA) entered into a definitive agreement to acquire Benefitfocus, Inc. (NasdaqGM:BNFT) from a group of shareholders for approximately $580 million on November 1, 2022. Under the terms of the agreement, Voya will acquire all outstanding shares of Benefitfocus common stock for $10.50 per share in an all-cash transaction valued at approximately $570 million, inclusive of $12 million of closing costs and inclusive of Benefitfocus debt and outstanding preferred shares. Transaction will be funded via excess capital, with no debt being raised or assumed in the transaction. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. Chief Executive Officer Matt Levin to report directly to CEO-elect Heather Lavallee, with continuity in the Benefitfocus management team and a reaffirmed commitment to Benefitfocus' intermediary relationships. The Merger Agreement also provides that Benefitfocus will be required to pay Voya a termination fee of $14 million in certain circumstances.

Transaction is subject to customary closing conditions; including approval by Benefitfocus' shareholders; the statutory waiting period applicable to the consummation of the transactions contemplated by Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if applicable, any contractual waiting periods under any timing agreements in connection therewith will have expired or been earlier terminated. Transaction was unanimously approved by Benefitfocus' board of directors. The board of directors of Voya have also approved the agreement. On November 1, 2022, concurrently with the execution of the Merger Agreement, Voya and Benefitfocus entered into a Support Agreement with each of BuildGroup and Indaba, pursuant to which each of BuildGroup and Indaba agreed to, among other things, vote their shares of capital stock of Benefitfocus, approximately 24% of the outstanding voting power of Benefitfocus's capital stock, in favor of the adoption of the Merger and to not vote their shares for any alternative proposal. As of January 20, 2023, transaction has been approved by the shareholders of Benefitfocus. The transaction remains subject to certain closing conditions and is expected to close on January 24, 2023. Transaction is expected to close in the first quarter of 2023. Transaction will be immediately cash accretive to Voya's adjusted operating earnings per share, even before future revenue synergies.

Perella Weinberg Partners LP is serving as financial advisor, and Glenn P. McGrory and Charles W. Allen of Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Voya in connection with this transaction. Barclays Capital Inc. served as financial advisor with a service fee of $10.1 million and due diligence provider, and Melissa Sawyer and Scott B. Crofton of Sullivan & Cromwell LLP served as legal counsel to Benefitfocus. Benefitfocus Board has received the opinion of its financial advisor, Barclays Capital Inc. with a service fee of $1 million. Christopher M. Forrester of Shearman & Sterling LLP acted as legal advisor to BuildGroup. Steve Wolosky and Elizabeth Gonzalez-Sussman of Olshan Frome Wolosky LLP acted as legal advisor to Indaba Capital Management. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent and Okapi Partners LLC acted as information agent with a service fee of $25,000 to Benefitfocus. Wyrick Robbins Yates & Ponton LLP acted as legal advisor to Benefitfocus.

Voya Financial, Inc. (NYSE:VOYA) completed the acquisition of Benefitfocus, Inc. (NasdaqGM:BNFT) from a group of shareholders on January 24, 2023. Cash paid at closing related to the acquisition was approximately $570 million, inclusive of $12 million of closing costs. The total purchase consideration in the acquisition was $595, of which $583 was paid in cash ($558 paid by Voya Financial and $25 of the cash acquired was used to fund the transaction).