HH Global Limited signed a definitive agreement to acquire InnerWorkings, Inc. (NasdaqGS:INWK) for approximately $160 million on July 15, 2020. Under the terms of the transaction, HH Global will acquire all the outstanding common shares, options (if exercise price is less than offer per share), stock appreciation rights (if exercise price is less than offer per share) and restricted stock. The consideration will be paid in cash at a price of $3 per share for common shares and restricted stock. The options holders and stock appreciation rights holders will receive the positive difference of offer per share and exercise price of options and stock appreciation rights respectively as consideration only if exercise price is less than offer per share. If, from the date of the agreement until the effective time, the number of outstanding shares of InnerWorkings are changed into a different number of shares or a different class by any reason then merger consideration shall be appropriately adjusted to provide the holders of shares the same economic effect as contemplated by the agreement. HH Global has obtained equity and debt financing commitments for the transaction, the proceeds of which, together with HH Global’s cash in hand, will be used to pay the consideration. Certain funds managed or advised by Blackstone Tactical Opportunities have committed to provide capital to HH Global with an equity contribution, subject to the terms and conditions set forth in an equity commitment letter. The transaction will be funded through a combination of up to $250 million of debt financing and up to approximately $147.2 million of equity financing. Post completion, InnerWorkings will operate as a wholly owned subsidiary of HH Global. In case of termination, InnerWorkings will pay a termination fee of $6.2 million and HH Global will pay a termination fee of $15 million. Post completion, the Board of Directors of InnerWorkings shall consist of the members of the Board of Directors of HH Global. The Officers of InnerWorkings shall remain the Officers of InnerWorkings. The transaction is subject to customary closing conditions, including approval by InnerWorkings’ shareholders, receipt of certain regulatory approvals (including, but not limited to, the expiration or termination of any applicable HSR Act waiting period or similar waiting period pursuant to any other Antitrust Law), and certain other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of HH Global and InnerWorkings. As of September 24, 2020, the transaction was approved by the shareholders of InnerWorkings at its special meeting of stockholders. The transaction is expected to be completed before the end of the fourth quarter of 2020. As of September 25, 2020, the transaction is expected to close on October 1, 2020. Cary Kochman of Citigroup Global Markets Inc. is serving as exclusive financial advisor while Gary Gerstman, Scott Williams, Karen Goldstein, Bryan Robson, Suresh Advani, Christopher Hale, James Weiss, Alison Boren, James Crooks, Karen Kazmerzak, Elizabeth McCloy, Stephen Fronk, and Ash Nagdev of Sidley Austin LLP is serving as legal counsel to InnerWorkings. Moelis & Company LLC is acting as exclusive financial advisor and Lauren M. Colasacco, Francisco J. Morales Barron, Peter Martelli, Jennifer Pepin, Mark Adler and Mike Beinus of Kirkland & Ellis LLP acted as legal advisor to HH Global. Citigroup Global Markets Inc. provided an opinion to the Board of Directors of InnerWorkings that consideration to be paid to the holders of InnerWorkings' common stock is fair from a financial point of view. Morrow Sodali LLC acted as proxy solicitor for InnerWorkings. InnerWorkings will pay Morrow Sodali a fee of approximately $25,000 plus reimbursement of certain specified out-of-pocket expenses. InnerWorkings has agreed to pay Citi for services in connection with the proposed merger an aggregate fee currently estimated to be approximately $4.7 million, of which a portion was payable upon delivery of Citi’s opinion and approximately $3.2 million is payable contingent upon consummation of the merger.