Vista Equity Partners Management, LLC along with funds Vista Equity Partners Fund VIII and Vista Equity Partners Fund VII, L.P. entered into a definitive agreement to acquire Avalara, Inc. (NYSE:AVLR) from BlackRock, Inc. (NYSE:BLK), Franklin Resources, Inc. (NYSE:BEN), The Vanguard Group, Inc., Wellington Management Group LLP and others for $8.7 billion on August 8, 2022. Under the terms of the agreement, Vista will acquire all outstanding shares of Avalara common stock for $93.50 per share in an all-cash transaction valued at $8.4 billion, inclusive of Avalara?s net debt. Vista Equity Partners has obtained equity and debt financing commitments to fund the transaction, which include, cash equity commitments by Vista Funds in an aggregate amount up to $3.875 billion, additionally, certain institutional investors have committed pursuant to separate equity commitment letters, an aggregate amount of $2.6 billion; debt financing commitments from the debt financing sources consisting of (1) a senior secured term loan facility in an aggregate principal amount equal to $2.5 billion, and (2) a senior secured revolving credit facility in an aggregate principal amount equal to $250 million. Upon completion of the transaction, Avalara?s shares will no longer trade on the New York Stock Exchange, and Avalara will become a private company. The company will continue to operate under the Avalara name and brand. Upon termination of the agreement, the merger agreement provides that Vista will be required to pay Avalara a termination fee of $484.659 million and Avalara will be required to pay Parent a termination fee of $242.329 million. The transaction is subject to customary closing conditions, including approval by Avalara shareholders, the expiration or termination of any applicable waiting period under the HSR Act and receipt of regulatory approval. As of September 22, 2022, the waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Glass, Lewis & Co. has recommended that Avalara shareholders vote AGAINST Avalara's proposed sale. The shareholders meeting of Avalara is scheduled on October 14, 2022. As of October 14, 2022, Avalara shareholders voted to approve the pending transaction with Vista Equity Partners (?Vista?) at the Company?s Special Meeting of Shareholders. As of October 14, 2022, the transaction is expected to close on October 19, 2022.

The transaction, which was unanimously approved by the Avalara Board of Directors, is expected to close in the second half of 2022. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Avalara and also provided the opinion and Mario Ponce, Michael Chao, Tristan Brown, Brian Steinhardt, Jonathan Ozner, Peter Guryan, Mick Tuesley, Drew Purcell, Lori Lesser and Jonathan Lindabury of Simpson Thacher & Bartlett LLP and Perkins Coie LLP are acting as legal counsel. Sarkis Jebejian, P.C., Jonathan L. Davis, P.C., Joshua Ayal, Ari Levi, Sonali S. Jindal, P.C., Austin G. Glassman, Rohit A. Nafday, John Lynn, P.C., Daisy Darvall, Sydney Jones, Mario Mancuso, P.C., Lucille Hague, Jennifer L. Lee, Heidi Yuen, Adrian Alonso and Christina Lema of Kirkland & Ellis LLP is acting as legal counsel for Vista. BofA Securities, Inc. acted as financial advisor to Vista Equity Partners Management, LLC in the transaction. Innisfree M&A Inc. acted as proxy solicitor and American Stock Transfer & Trust Company, LLC acted as transfer agent to Avalara. Avalara will pay a fee of $45,000 to Innisfree for proxy solicitation. Avalara will pay a fee approximately $75 million to Goldman Sachs, $5 million of which became payable at the announcement of the transaction, and the reminder of which is contingent upon consummation of the transaction.

Vista Equity Partners Management, LLC along with funds Vista Equity Partners Fund VIII and Vista Equity Partners Fund VII, L.P. completed the acquisition of Avalara, Inc. (NYSE:AVLR) from BlackRock, Inc. (NYSE:BLK), Franklin Resources, Inc. (NYSE:BEN), The Vanguard Group, Inc., Wellington Management Group LLP and others on October 19, 2022. With the completion of the transaction, Avalara shares have ceased trading and are no longer listed on the New York Stock Exchange.