New Mountain Partners VI, L.P., managed by New Mountain Capital, L.L.C. entered into a definitive merger agreement to acquire Aegion Corporation (NasdaqGS:AEGN) for approximately $830 million on February 16, 2021. As part of the merger, each share of common stock will be cancelled and automatically converted into the right to receive $26 in cash, without interest and subject to applicable withholding. As per the amended agreement on March 15, 2021 New Mountain Partners VI, L.P., managed by New Mountain Capital, L.L.C. entered into a definitive merger agreement to acquire Aegion Corporation for approximately $870 million. The per share consideration increased to $27 per share from $26 per share in cash. As per the amended agreement on April 13, 2021, New Mountain Partners VI, L.P., managed by New Mountain Capital, L.L.C. entered into second amendment in definitive merger agreement to acquire Aegion Corporation for approximately $960 million. Under the terms of the second amendment, affiliates of New Mountain Capital increased the consideration payable to holders of outstanding shares of Aegion common stock to $30 per share in cash from $27 per share in cash. The transaction is being financed through a combination of equity from affiliates of New Mountain Capital and debt being provided by a combination of Jefferies, Credit Suisse and Deutsche Bank Securities Inc. New Mountain Capital, L.L.C have received an equity commitment letter from the New Mountain fund, pursuant to which the New Mountain fund has committed to contribute $453 million in cash. Post-acquisition, Aegion Corporation will operate as a wholly-owned subsidiary of New Mountain Capital. Upon completion of the transaction, Aegion will become a privately held company and shares of Aegion common stock will no longer be listed on any public market. Also, Aegion Corporation will retain the name, same business unit subsidiaries and brands. If this agreement shall be terminated by Aegion Corporation, then, Aegion Corporation will pay an amount of $30 million to New Mountain. If this agreement shall be terminated by New Mountain, then, New Mountain will pay an amount of $60 million to Aegion Corporation. As of March 15, 2021, termination fee payable by Aegion Corporation increases from $30 million to $40 million and termination fee payable by New Mountain increases from $60 million to $70 million. As of April 13, 2021, termination fee payable by Aegion Corporation has increased from $40 million to $50 million and termination fee payable by New Mountain increased from $70 million to $90 million. Charles R. Gordon, Aegion’s President and Chief Executive Officer will remain with the company through the completion of the transaction. Aegion headquarters will remain in St. Louis metropolitan area. New mountain expects to maintain Aegion’s significant presence in its field office around the world. The transaction is subject to Aegion stockholder approval, regulatory approvals, any waiting period or approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired, terminated or been obtained and other customary closing conditions. The transaction was unanimously approved by the Aegion Board of Directors. As of March 22, 2021, Aegion’s Board of Directors has determined that an unsolicited, non-binding proposal received from a third party could reasonably be expected to result in a “Superior Proposal”. Aegion stockholders will hold a meeting on May 14, 2021 to approve the transaction. As of May 14, 2021, the transaction is approved by the shareholders of Aegion Corporation. The transaction is expected to close in the second quarter of 2021. As of February 17, 2021, the transaction is expected to close second business day after satisfaction or waiver of each of such closing conditions or April 16, 2021. As on April 1, 2021, the transaction is expected to close by June 30, 2021. As of April 28, 2021, the transaction is expected to close on May 17, 2021. Centerview Partners LLC is serving as exclusive financial advisor and fairness opinion provider to Aegion. John A. Marzulli, Doreen E. Lilienfeld and Robert J. Cardone of Shearman & Sterling acted as legal advisors to Aegion. Jeffrey Greenip, Peter Scheman and Steve Gavalas of Jefferies and Houlihan Lokey are serving as financial advisors to New Mountain Capital, and Carl P. Marcellino, Stefanie Birkmann, Arek Maczka, Danna Kivell, Ama Adams, David Hennes, John Sorkin, Peter Alpert, Amanda Holt and Violetta Kokolus of Ropes & Gray acted as legal advisors to New Mountain Partners. Innisfree M&A Inc. acted as proxy solicitor to Aegion Corporation and will receive a fee of $30,000. New Mountain Partners VI, L.P., managed by New Mountain Capital, L.L.C. completed the acquisition of Aegion Corporation (NasdaqGS:AEGN) on May 17, 2021. Robert (Rob) M. Tullman has been appointed President and Chief Executive Officer of Aegion Corporation, effective May 18, 2021, following the planned retirement of outgoing President and Chief Executive Officer Charles R. Gordon.