Advent International Corporation and Crosspoint Capital Partners, LP entered into a definitive agreement to acquire Forescout Technologies, Inc. (NasdaqGM:FSCT) from Jericho Capital Asset Management L.P., Corvex Management LP and others for $1.8 billion on February 6, 2020. Under the terms of transaction, Advent International Corporation and Crosspoint Capital will acquire shares of Forescout Technologies for $33 each. The transaction will be funded by $1.3 billion equity contribution and $400 million of senior secured term loans and $40 million of senior secured revolving commitments. The agreement includes a 30-day "go-shop" period expiring on March 8, 2020, which permits Forescout's Board of Directors and advisors to solicit alternative acquisition proposals from third parties. Forescout will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. As on July 15, 2020, Advent International Corporation entered into a revised merger agreement to acquire Forescout Technologies, Inc. from Jericho Capital Asset Management L.P., Corvex Management LP and others for $1.6 billion. Under the terms of the revised merger agreement, Advent International Corporation will commence a tender offer on or before July 20, 2020, to acquire all of the outstanding shares of Forescout Technologies, Inc. common stock for a price of $29 per share. Concurrently with executing the amended merger agreement, Forescout and Advent reached a settlement agreement as a result of which the pending litigation in the Delaware Court of Chancery will be dismissed. Promptly following completion of the tender offer, Advent will acquire any shares of Forescout that are not tendered in the tender offer through a second-step merger under Delaware law for consideration equal to the tender offer price. Funds affiliated with Advent International Corporation have committed to provide a full equity backstop in support of the transaction. Financing for the transaction is being arranged and provided by Owl Rock Capital. Following the transaction, Forescout will become a privately held company and an indirect, wholly owned subsidiary of Advent with the flexibility to continue investing in the development and deployment of leading-edge cybersecurity products and solutions that serve the evolving needs of enterprise customers. Upon completion of the transaction, Forescout common stock will no longer be listed on any public market. Upon termination of the merger agreement under specified circumstances, Forescout will be required to pay a termination fee of $55.83 million. However, under certain circumstances, if Forescout terminates the merger agreement to enter into a superior proposal with an excluded party, then the amount of the termination fee payable will be $37.22 million. Upon termination of the merger agreement under other specified circumstances, Advent International and Crosspoint Capital Partners will be required to pay Forescout a termination fee of $111.7 million. Upon termination of the amended and restated merger agreement dated July 15, 2020, under specified circumstances, Forescout Technologies will be required to pay a termination fee of $48.6 million while Advent International Corporation will be required to pay a termination fee of $97.3 million. Michael DeCesare, Chief Executive Officer and President will continue to lead the company. Forescout’s Board and management will be further strengthened with the additions of Crosspoint Capital Partners’ Greg Clark and Nicholas Noviello following commencement of the tender offer. Greg Clark and Blue Coat will join Forescout’s Board of Directors. Forescout will continue to be headquartered in San Jose, California. The closing of the tender offer is subject to certain limited customary conditions, including the tender by Forescout Technologies shareholders of at least one share more than 50% of Forescout Technologies's issued and outstanding shares. Consummation of the merger is subject to the satisfaction or waiver of customary closing conditions, including minimum tender, approval from Forescout shareholders, the absence of any law or order restraining, enjoining or otherwise prohibiting the merger, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance under the antitrust laws of certain non-United States jurisdictions and receipt of regulatory approvals. The transaction has been unanimously approved by the Board of Directors of Forescout. As of February 24, 2020, FTC granted early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act to the transaction. The special meeting of Forescout Technologies, Inc.’s shareholders will be held on April 23, 2020 to approve the transaction. As of March 8, 2020, the 30-day "go-shop" period under the terms of the merger agreement has expired. As of April 23, 2020, Forescout Technologies, Inc.’s shareholders approved the transaction. As of May 18, 2020 Forescout and Advent have received all necessary approvals to complete transaction. The Forescout Technologies Board unanimously recommends that shareholders tender their shares in support of the transaction. The transaction is expected to close in the second calendar quarter of 2020. As of May 15, 2020, Advent provided notice to Forescout that it would not be proceeding to consummate the acquisition of Forescout on May 18, 2020, as scheduled. As of May 19, 2020, Forescout filed a complaint with the Delaware Court of Chancery asserting that affiliates of Advent International Corporation have violated the terms of their merger agreement with Forescout. Forescout is asking the Court to compel Advent to honor its commitments and immediately complete the pending acquisition of Forescout. As of July 15, 2020, the transaction is expected to close in the third quarter of 2020. As of July 20, 2020, the tender offer will expire at the end of the day on August 14, 2020. Michael Wyatt, Wally Cheng, and Melissa Knox of Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider, and Steven E. Bochner, Lisa Stimmell, Douglas K. Schnell, David Thomas, Jaqueline Tokuda, Dana Hall, Myra Sutanto Shen, Matt Staples, Manja Sachet, Christopher Williams, James McCann and Rebecca Stuart of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Forescout Technologies. Amanda McGrady Morrison, Minh-Chau Le, Byung W. Choi, Andrea M. Hwang, L. Thomas Holden, Renata J. Ferrari, Adam D. Greenwood, Edward R. McNicholas, Megan Bisk, Tom Fraser, Byung Choi, Andrea Hwang, Peter Welsh, C. Thomas Brown, Jeremiah Williams, Daniel Ward and Megan R. Baca of Ropes & Gray LLP acted legal advisors for Advent International and Crosspoint Capital Partners while Owl Rock Capital, Cross Point Capital LLC, JPMorgan Chase & Co. and DBO Partners LLC acted as financial advisors to Advent International. Evercore Inc. acted as financial advisor to Advent International. Innisfree M&A Inc. acted as the information agent to Forescout Technologies, Inc. and will receive a fee of $37,500 for its services. Forescout has agreed to pay Morgan Stanley a fee of approximately $29.9 million for its services, $7.5 million of which has been paid following delivery of the opinion and the remainder of which is contingent upon the consummation of the merger. Christopher Dillon of Gibson, Dunn & Crutcher LLP acted as legal advisor to Morgan Stanley & Co. LLC. Computershare Trust Company, N.A. acted as transfer agent to Forescout Technologies. Advent International Corporation completed the acquisition of Forescout Technologies, Inc. (NasdaqGM:FSCT) from Jericho Capital Asset Management L.P., Corvex Management LP and others on August 14, 2020. 40.11 million shares were validly tendered and not validly withdrawn pursuant to the offer as of the Expiration date, representing approximately 80.6% of the outstanding shares. In addition, Notices of guaranteed delivery have been delivered for 3.8 million shares, representing approximately 7.6% of the outstanding shares. The number of shares tendered satisfies the minimum condition and all shares that were validly tendered and not validly withdrawn pursuant to the offer have been accepted for payment by Advent. In connection with the merger, each share of Forescout common stock that was not validly tendered in the tender offer will be converted into the right to receive the same $29 per share, without interest and subject to any applicable withholding taxes, net to the seller in cash, as will be paid pursuant to the tender offer. Post-closing, Forescout common stock will cease to be traded on the NASDAQ Global Select Market. All the conditions to the offer have been satisfied or waived and Advent have accepted for payment. Effective upon closing, Bryan Taylor, Greg Clark, Lauren Young, Eric Noeth, Alek Ferro and Michael DeCesare became the directors of Forescout. The following persons, who were directors of Forescout prior to the effective Time, are no longer directors of Forescout: Theresia Gouw, James Beer, David DeWalt, Elizabeth Hackenson, Mark Jensen, Kathy McElligott, Enrique Salem and Yehezkel Yeshurun. Josh Holt, Julie Crisp, Sam Weiner, Blair Connelly and Leah Friedman of Latham & Watkins LLP acted as the legal advisor to Owl Rock Capital Corporation and the other lenders in the transaction.