Cloudera, Inc. (NYSE:CLDR) entered into a definitive agreement to acquire Hortonworks, Inc. (NasdaqGS:HDP) for $2.1 billion in a merger of equals on October 3, 2018. Under the terms of consideration, shareholders of Hortonworks will receive 1.305 common shares of Cloudera for each share of Hortonworks stock owned. Subject to the terms and conditions set forth in the agreement, options of Hortonworks common stock outstanding will receive options of Cloudera common stock. Each Hortonworks restricted stock unit outstanding and performance stock unit outstanding will receive Cloudera restricted stock unit and performance stock unit respectively. Cloudera restricted stock unit (RSU) and performance stock unit (PSU) refers to that number of shares of Cloudera common stock equal to the product obtained by multiplying the number of shares of Hortonworks common stock subject to such Hortonworks RSU and PSU, respectively, by 1.305. Post transaction, Hortonworks will operate as a wholly owned subsidiary of Cloudera. Also, Cloudera shareholders will own approximately 60% of the equity of the combined company and Hortonworks shareholders will own approximately 40%. In case of termination of agreement by Hortonworks, it will be required to pay Cloudera a termination fee of $65 million. In case of termination of agreement by Cloudera, it will be required to pay Hortonworks a termination fee of $95 million. Following the completion of the transaction, Cloudera’s Chief Executive Officer, Tom Reilly, will serve as Chief Executive Officer; Hortonworks' Chief Operating Officer, Scott Davidson, will serve as Chief Operating Officer; Hortonworks' Chief Product Officer, Arun C. Murthy, will serve as Chief Product Officer; and Cloudera's Chief Financial Officer, Jim Frankola, will serve as Chief Financial Officer, of the combined company. Hortonworks' Chief Executive Officer, Rob Bearden, will join the Board of Directors. Current Cloudera board member, Marty Cole, will become Chairman of the board of directors. The Board of Directors of the newly-formed company will initially comprise nine directors. Four directors, including Rob Bearden, will come from Hortonworks' existing board of directors. Five directors, including Tom Reilly, will come from Cloudera's existing Board of Directors. A tenth director will be selected by the combined board. A majority of the Board of Directors will be independent under New York Stock Exchange standards. Pursuant to the transaction, Michael A. Olson and Steve J. Sordello resigned from the Board of Directors of Cloudera. In addition, Priya Jain resigned from her position of Principal Accounting Officer at Cloudera and has moved to other duties at Cloudera. Further, on January 2, 2019, the Board of Cloudera appointed Scott Reasoner as Cloudera’s Chief Accounting Officer. Further, Robert Bearden, Paul Cormier, Peter Fenton, and Kevin Klausmeyer, each a Hortonworks Director prior to the merger, were elected to the Board of Cloudera to serve until their successors have been duly elected and qualified. The transaction is subject to the approval by the shareholders of Cloudera and Hortonworks, regulatory approval, effectiveness of registration statement, HSR approval, listing of shares on NYSE, merger must qualify as “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 and other customary closing conditions. The Board of Directors of both the companies has unanimously approved the transaction. As of November 19, 2018, termination of Hart-Scott-Rodino waiting period was received. As of November 19, 2018, the transaction has been approved by Federal Trade Commission. As of December 28, 2018, the transaction was approved by the shareholders of Cloudera and Hortonworks. The transaction is expected to close during the first quarter of calendar year 2019. As of December 28, 2018, the transaction is expected to close on or about January 3, 2019. The transaction is expected to generate significant financial benefits and improved margin profile. David Bell, David K. Michaels, Niki Fang and Scott Behar of Fenwick & West LLP acted as the legal advisors whereas Sterling Wilson and Michael Wyatt of Morgan Stanley & Co. LLC acted as the financial advisor and provided fairness opinion to Cloudera. Tad J. Freese and Mark M. Bekheit of Latham & Watkins LLP and Brandon C. Parris of Morrison & Foerster LLP acted as the legal advisors whereas George Boutros, Brian Cayne and Dennis Aukstik of Qatalyst Partners LP acted as the financial advisors and provided fairness opinion to Hortonworks. Qatalyst Partners will be paid a fee of $34.5 million, $0.1 million was payable upon execution of engagement letter and $3.05 million was payable upon delivery of opinion and the remaining portion of which will be paid upon and subject to consummation of the merger. American Stock Transfer & Trust Company, LLC acted as transfer agent and registrar for Cloudera. Cloudera has agreed to pay Morgan Stanley a fee of approximately $17.5 million for its services, $15 million of which is contingent upon the closing of the merger and $2.5 million of which was paid upon the delivery by Morgan Stanley of the financial opinion. Gibson, Dunn & Crutcher acted as legal advisor to Morgan Stanley. D.F. King & Co., Inc. acted as information agent to Cloudera and will be paid a fee of $12,500. MacKenzie Partners, Inc. acted as information agent to MacKenzie Partners and will be paid a fee of $25,000. Cloudera, Inc. (NYSE:CLDR) completed the acquisition of Hortonworks, Inc. (NasdaqGS:HDP) in a merger of equals on January 3, 2019. Cloudera will continue to trade on the New York Stock Exchange under the symbol "CLDR."