Wirepath Home Systems, LLC entered into a definitive merger agreement to acquire Control4 Corporation (NasdaqGS:CTRL) for approximately $670 million on May 8, 2019. Under the transaction, Wirepath Home Systems will acquire all the outstanding shares of Control4 at $23.91 per share in cash. In addition, each outstanding Control4 restricted stock unit award (including- restricted stock unit awards subject to performance-vesting conditions) (RSU Awards) will be cancelled and converted into, for each share underlying such RSU Awards, an amount in cash equal to $23.91. All outstanding options to purchase Control4 common stock will be cancelled and converted into the right to receive a cash payment, for each share of stock subject to the option, equal to the difference between the $23.91 per share merger consideration and the per share exercise price. In connection with the transaction, three members of management of Control4 have agreed to invest an aggregate amount of $0.8 million in exchange for equity interests of an indirect parent entity of Wirepath Home Systems, LLC pursuant to rollover agreements. Such investment may be satisfied by contribution of certain shares of common stock of Control4 and/or contribution of certain unvested RSU Awards held by such employees, at the election of such employees. Wirepath Home Systems has obtained equity and debt financing commitments, pursuant to commitment letters dated May 8, 2019, which together with cash at Control4 and Wirepath Home Systems, will be used for the purpose of financing the transaction. The equity financing will be provided by Hellman & Friedman LLC, majority shareholder of Wirepath Home Systems, which will also be the majority shareholder of the combined company. Following the closing, Control4 will cease to be a public company and Control4’s stock will no longer trade on Nasdaq. Upon completion, Control4 will operate as a wholly owned subsidiary of Wirepath Home Systems and the separate corporate existence of Control4, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the transaction. The agreement provides for a 30-day “go-shop” period beginning on May 8, 2019, and continuing until June 7, 2019, during which period Control4’s Board and its financial advisor are permitted to actively initiate, solicit and encourage alternative acquisition proposals from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals. The agreement provides that, upon termination of the agreement under specified circumstances, Control4 will be required to pay Wirepath Home Systems a termination fee of $20 million provided that if Control4 terminates the agreement during the 30-day go-shop period and simultaneous with such termination enters into a definitive agreement for an alternative acquisition, then the termination fee payable by Control4 to Wirepath Home Systems will be $10 million. The agreement further provides that Wirepath Home Systems will be required to pay Control4 a termination fee of $41 million if the agreement is terminated under specified circumstances. Upon closing, the combined company will be led by John Heyman, Wirepath Home Systems’ Chief Executive Officer (CEO) and an executive team made up of leaders from both Wirepath Home Systems and Control4. Martin Plaehn, Control4’s CEO, will join the Board of Directors of the combined company and will be available on an advisory basis, Jeff Hindman joins the executive team as Chief Revenue Officer, Charlie Kindel is named Chief Product & Technology Officer. Mike Carlet will serve as the Chief Financial Officer and Joshua D. Ellis will continue to be an officer. Additional executives of the combined company include Jeff Dungan, G Paul Hess, JD Ellis, Barrett Schiwitz, Bryce Judd, Carmen Thiede, Graham Jaenicke, and Wally Whinna. A majority of the combined workforce will not be impacted by the transaction. The combined company will share joint headquarters in Charlotte, North Carolina, and Salt Lake City, Utah. The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals, the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by shareholders of Control4. The transaction has been unanimously approved by the Board of Directors of Control4. The Board of Directors of Wirepath Home Systems has also approved the transaction. As of May 8, 2019, Raymond James rendered its opinion to the Board of Directors of Control4, as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of common stock of Control4. As of June 7, 2019, the Board of Directors of Control4 unanimously recommended that its stockholders vote in favor of the transaction. As of June 11, 2019, the transaction received an early termination notice from FTC. On June 12, 2019, Australia Foreign Investment Review Board approval was obtained. The transaction is expected to be completed in the second half of 2019. Robert Langdon, Timothy Mulvihill, Fred de Albuquerque, Christopher Sun, Anna LeGrett, David Rubinsky, Jeannine McSweeney, Jason Fixelle, Marcela Robledo, Corina McIntyre, Sara Razi, Ellen Frye, Joseph Betteley, Brian Steinhardt, Matthew Farrell, Crystal Oparaeke, Katharine Moir and Sara Katz of Simpson Thacher & Bartlett LLP acted as legal advisor to Wirepath Home Systems and Hellman & Friedman. Raymond James & Associates, Inc. acted as financial advisor and Joseph L. Johnson III and Andrew H. Goodman of Goodwin Procter LLP acted as legal advisors to Control4. Corina McIntyre of Debevoise & Plimpton acted as legal advisor in the transaction. D.F. King & Co., Inc. acted as proxy solicitor for Control4 Corporation for a fee of $12,500. Control4 paid Raymond James a fee of $0.3 million upon delivery of its opinion, which fee was not contingent upon the consummation of the merger. Control4 will pay Raymond James a fee of approximately $8.2 million for advisory services in connection with the merger, which is contingent upon the consummation of the merger. Wirepath Home Systems, LLC completed the acquisition of Control4 Corporation (NasdaqGS:CTRL) on August 1, 2019. As of August 1, 2019, the shareholders of Control4 has approved the transaction. Control4 Corporation requested NASDAQ to suspend Control4 Common Stock from listing on NASDAQ as of the close of business on August 1, 2019 and file with the Security Exchange Commission a notification of removal from listing on Form 25 to delist Common Stock from NASDAQ. In connection with the merger, Martin Plaehn, Mark Novakovich, Susan Cashen, Jefferson Dungan, Bryce Judd and Charles Kindel resigned as officers and Mark Jensen, Phil Molyneux, Rob Born, James Caudill, Jeremy Jaech, David C. Habiger, Martin Plaehn and Maria Thomas resigned from the Board of Directors of Control4.