공시 • Jun 16
An affiliate of private equity funds managed by Blackstone Inc. (NYSE:BX) alongside Abu Dhabi Investment Authority acquired Cvent Holding Corp. (NasdaqGM:CVT) for an enterprise value of approximately $4.6 billion.
An affiliate of private equity funds managed by Blackstone Inc. (NYSE:BX) alongside Abu Dhabi Investment Authority entered into a definitive agreement to acquire Cvent Holding Corp. (NasdaqGM:CVT) from funds of Vista Equity Partners Management, LLC and others for $4.3 billion on March 14, 2023. Under the terms of the agreement, Cvent stockholders will receive $8.50 per share in cash. A wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) will have a significant minority stake in Cvent post deal completion. Blackstone and Abu Dhabi have obtained equity and debt financing commitments for the transaction. Funds affiliated with Blackstone Inc. and Abu Dhabi Investment Authority have committed, pursuant to equity commitment letters, dated as of March 14, 2023, with an aggregate equity contribution in the amount of $2.53 billion. Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch, UBS Securities LLC and Citizens Bank, N.A. have committed to provide debt financing in connection with the Merger consisting of a senior secured revolving credit facility of $100 million, and a senior secured term loan facility of $900 million, in each case, on the terms and subject to the conditions set forth in commitment letters, dated as of March 14, 2023. In connection with the transaction, Vista Equity Partners, majority stockholder of Cvent, has agreed to invest a portion of its proceeds as non-convertible preferred stock in financing for the transaction. Upon completion of the transaction, Cvent’s common stock will no longer be publicly listed, and Cvent will become a privately held company. The merger will be accounted for as a “purchase transaction” for financial accounting purposes. Under certain circumstances, Cvent will be required to pay Blackstone a termination fee equal to $138.61 million, while Blackstone is required to pay Cvent a termination fee equal to $277.22 million.The Cvent Board, acting on the recommendation of the Special Committee, unanimously approved the transaction. The Board of Directors of Blackstone and Abu Dhabi have approved the transaction. The transaction is subject to the satisfaction of customary closing conditions, including the adoption of the Merger Agreement by the holders of a majority of the outstanding Cvent Common Stock, the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act, certain other approvals and clearances by government authorities, and the receipt of approval by Cvent’s stockholders. Cvent stockholders will hold a special meeting on June 1, 2023 to approve the transaction. The Closing will not occur prior to June 15, 2023. The transaction is expected to close mid-year 2023.Qatalyst Partners acted as the financial advisor and fairness opinion provider to Cvent, and David M. Klein, Daniel E. Wolf, Chelsea N. Darnell, Ari Levi, Joshua N. Korff, Tim Cruickshank, Robert Goedert, Christie W.S. Mok, Douglas F. Tedeschi, Rohit A. Nafday, Marin Boney and Mark Gardner of Kirkland & Ellis LLP acted as the legal advisor to Cvent. J.P. Morgan Securities LLC acted as the financial advisor and fairness opinion provider to the Special Committee of Cvent, and Joshua M. Zachariah, Jeffrey Letalien and Deborah S. Birnbach of Goodwin Procter LLP acted as the legal advisor to the Special Committee. Elizabeth A. Cooper, William Allen, Jonathan Ozner, Lia Toback, Jennifer L. Nadborny, Bettina C. Elstroth, Brian Gluck, Adam J. Moss, Sophie A. Staples, Gregory T. Grogan, Caitlin A. Lucey, Lori E. Lesser and Krista B. McManus of Simpson Thacher & Bartlett LLP acted as the legal advisor to Blackstone, and Evercore, Morgan Stanley & Co. LLC and UBS acted as financial advisors to Blackstone. Continental Stock Transfer & Trust Company acted as transfer agent to Cvent. Cvent will pay a fee of $50 million to Qatalyst Partners, $5 million of which was payable upon the delivery of its opinion, and the remaining portion of which will be paid upon, and subject to, the consummation of the merger. Cvent will pay a fee of $4 million to J.P. Morgan for the rendering of its opinion to the Special Committee.An affiliate of private equity funds managed by Blackstone Inc. (NYSE:BX) alongside Abu Dhabi Investment Authority acquired Cvent Holding Corp. (NasdaqGM:CVT) for an enterprise value of approximately $4.6 billion on June 15, 2023. As a result of the transaction, Cvent's common stock has ceased trading and will be delisted from the Nasdaq Stock Market.