Enterprise software company Quest Software Inc. (NASDAQ: QSFT) has agreed to be acquired in an all-cash transaction by private equity firm Insight Venture Partners in a deal worth $2 billion, or $23/share. The purchase price reflects a 19% premium to last night’s closing price of $19.40/share.
Quest has a 60-day “go-shop” period during which the company “will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.” The company has also agreed to a break-up fee of $4.2 million in the event that it accepts another offer during the “go-shop” period and a break-up fee of $6.3 million if Quest should accept a superior offer after the 60 days have passed.
The financing for the deal is spelled out in the press release:
The transaction will be financed through a combination of a $210-million equity commitment from Insight, a rollover of [Quest Chairman and CEO] Vinny Smith’s existing shares and $1.195 billion of debt financing commitments from J.P. Morgan Chase Bank N.A., RBC Capital Markets and Barclays Capital.
RBC Capital Markets and Barclays Capital were financial advisers on the deal.
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