Banking Recap

Citrix Systems, Inc. (NASDAQ: CTXS), a secure digital workspace and application delivery software company, entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation (an affiliate of Elliott Investment Management) in an all-cash transaction valued at 16.5 billion dollars, including assumed debt. Citrix shareholders were to receive 104.00 dollars in cash per share, a premium of 30 percent over the company's unaffected five-day volume-weighted average price. As part of the transaction, Vista and Evergreen intended to combine Citrix with TIBCO Software, one of Vista's existing portfolio companies, creating what the release calls one of the world's largest software providers serving 400,000 customers.

Deal value

This record is drawn from an 8-K exhibit (Exhibit 99.2) that Citrix filed with the SEC on January 31, 2022, containing the companies' press release announcing the signed agreement. At the time of filing the deal had been unanimously approved by the Citrix board and was pending Citrix shareholder approval and regulatory clearances, with closing targeted for mid-year 2022; the transaction was described as not subject to a financing condition.

Qatalyst Partners served as the financial advisor to Citrix. On the buy side, the release names a large syndicate of banks serving as financial advisors to Vista and Evergreen: "BofA Securities, Barclays, Citi, Credit Suisse, Goldman Sachs & Co. LLC, Lazard and Mizuho Securities USA LLC, are serving as financial advisors to Vista and Evergreen," placing Barclays among several co-advisors to the sponsor consortium rather than in a lead role.

Legal counsel to Citrix was provided by Goodwin Procter LLP. Kirkland & Ellis LLP acted as legal counsel for Vista and TIBCO, while Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP acted as legal counsel for Evergreen.

Elliott and its affiliates, which held approximately a 12 percent interest in Citrix through common stock and derivatives, entered into a voting agreement committing to vote in favor of the transaction. Upon completion, Citrix shares were to be delisted from Nasdaq and the company was to become private, continuing to operate under the Citrix name and headquartered in Fort Lauderdale, Florida. Not disclosed in this exhibit: the specific allocation of advisory roles or fees among the six named banks advising Vista and Evergreen, the financing structure (debt versus sponsor equity) behind the 16.5 billion dollar price, and the actual closing date, since only a "mid-year" expectation is given.