A consortium led by Symphony Technology Group, LLC entered into a definitive agreement to acquire Momentive Global Inc. (NasdaqGS:MNTV) from a group of shareholders for $1.5 billion on March 13, 2023. Under the terms of the agreement, Momentive shareholders will receive $9.46 per share, in an all-cash transaction that values Momentive at approximately $1.5 billion. Upon completion of the transaction, Momentive’s common stock will no longer be listed on any public market. The company will continue to operate under the Momentive name and Momentive and SurveyMonkey brands. The transaction will be financed from an equity investment of approximately $1.17 billion. The certain lenders will provide $450 million to fund a portion of the aggregate merger consideration and to refinance Momentive’s existing credit facilities. Upon termination of the merger agreement under specified circumstances, Momentive will be required to pay buyers a termination fee of $52 million. Upon termination of the merger agreement under other specified circumstances, buyers will be required to pay Momentive a termination fee of $104 million.

The transaction is subject to customary closing conditions, including approval by Momentive shareholders, all filings required under the Specified Foreign Direct Investment Laws shall have been made and all Governmental authorizations under the Specified Foreign Direct Investment Laws shall have been obtained, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of certain other specified regulatory approvals. The transaction is not subject to a financing condition. The Momentive board voted unanimously in favor of the transaction. The board of director of buyers approved the transaction. As of April 28, 2023, the Momentive special meeting of the stockholders to approve the proposed STG transaction will be held on May 31, 2023. The transaction is expected to close in the second or third quarter of 2023.

Qatalyst Partners acted as financial advisor to Momentive in connection with the proposed transaction. Lisa L. Stimmell, Kathleen D. Rothman, Ryan J. Greecher, Scott T. McCall, Jessica E. Bliss, Michelle Yost Hale, J. Todd Hahn, Jason M. Storck, Ignacio E. Salceda, Joshua F. Gruenspecht, Seth Cowell, Anne E. Seymour, Matt Staples, James P. McCann, Myra A. Sutanto Shen, Adam Shevell, Katharine A. Martin, Martin W. Korman, Douglas K. Schnell and Remi P. Korenblit of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Momentive. Lindsay Sparks, Lucas Rachuba, Dan Stellenberg, Jane Song, Michael Wise, Sherrese Smith, Suzanne Horne, Jeffrey Ii, Jennifer Riddle, Steve Camahort and Jeffrey Wolf of Paul Hastings LLP acted as legal advisors to STG. Computershare Trust Company, Inc acted as transfer agent to Momentive Global. Innisfree M&A Incorporated acted as information agent to Momentive Global. Silver Point acted as Sole Lead Arranger and provided committed debt financing in support of the acquisition. Momentive Global will pay a fee of up to $35,000, plus reasonable out-of-pocket expenses to Innisfree. Qatalyst Partners acted as due diligence provider to Momentive. J.P. Morgan Securities LLC and BofA Securities acted as financial advisor to Symphony Technology Group. Momentive paid Qatalyst Partners an aggregate amount of approximately $19 million, $3 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), $2 million of which was payable for services previously rendered and the remaining portion of which will be paid upon, and subject to, the closing of the merger.

A consortium led by Symphony Technology Group, LLC completed the acquisition of Momentive Global Inc. (NasdaqGS:MNTV) from a group of shareholders on May 31, 2023. The transaction was approved by Momentive shareholders on May 31, 2023. As a result of the completion of this transaction, Momentive common stock will cease trading and will no longer be listed on the Nasdaq Stock Market. Momentive will operate as a privately held company and remain headquartered in San Mateo, California.