Hellman & Friedman LLC, JMI Management, Inc., The Blackstone Group L.P. (NYSE:BX), GIC Pte. Ltd., Canada Pension Plan Investment Board, Qatar Investment Authority and other investors entered into an agreement and plan of merger to acquire The Ultimate Software Group, Inc. (NasdaqGS:ULTI) (ULTI) for $11 billion on February 3, 2019. Under the terms of the agreement, all Ultimate stockholders will receive $331.5 in cash for each share of Ultimate’s common stock held upon the closing of the transaction. Further, pursuant to the agreement, each ULTI stock option will become fully vested and be converted into the right to receive an amount in cash equal to the product of the excess, if any, of the consideration over the applicable exercise price of such option, multiplied by the number of shares subject to such option, subject to applicable withholding taxes; and each restricted stock award and restricted stock unit award that is outstanding, become fully vested and be converted into the right to receive the consideration in respect of each underlying share of common stock. Moreover, the shares held in treasury by ULTI or buyers shall be automatically cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. The definitive agreement for the transaction includes a 50-day “go-shop” period. The buyers have obtained equity and debt financing commitments for the purpose of financing the transaction. They have an equity financing of $8.133 billion to finance the transaction. Post-acquisition, ULTI will operate as a privately held company. The acquisition is led by Hellman & Friedman. The agreement provides that, upon termination of the agreement under specified circumstances, ULTI will be required to pay the buyers a termination fee of $331 million; provided that if ULTI terminates the agreement during the 50-day go-shop period and simultaneous with such termination enters into a definitive agreement for an alternative acquisition, then the termination fee payable by ULTI to buyers will be $110 million. The agreement further provides that the buyers will be required to pay ULTI a termination fee of $550 million. Upon completion of the transaction, ULTI will continue to operate under the leadership of Chief Executive Officer, Scott Scherr and the existing senior management team. The transaction is subject to ULTI stockholder approval, antitrust approval and other customary closing conditions including regulatory approvals. Ultimate’s Board of Directors has unanimously approved this transaction and recommended that stockholders vote in favor of the transaction. As of February 4, 2019, the transaction was approved by the Board of Directors of buyers. As of February 26, 2019, the transaction was granted early expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. As of March 26, 2019, Ultimate Software Group announced the expiration of the go-shop period under the merger agreement. During the go-shop period, no alternative acquisition proposals were received by Ultimate. Following the expiration of the go-shop period, Ultimate became subject to customary no-shop restrictions that limit its and its representatives' ability to solicit alternative acquisition proposals from third parties. As of April 30, 2019, the transaction was approved by the shareholders of The Ultimate Software Group, Inc. at its special meeting. The transaction is expected to close in mid-2019. As of February 4, 2019, the transaction is expected to close in the second quarter of 2019. Goldman Sachs & Co. LLC acted as exclusive financial advisor and fairness opinion provider to Ultimate Software. Christopher Doyle, Jeffrey Lowenthal, Daniel Park, Alexandra, Cowen, Elizabeth Loonam, Jacques Zelnik, Jeffrey Uffner, Daniel Martinez, Austin Lilling, Ian DiBernardo, Elizabeth DiMichele, Stephen Newman, Chris Griner, Anne Salladin, Shannon Reaves and Bibek Pandey of Stroock & Stroock & Lavan LLP acted as legal advisors to Ultimate Software. Qatalyst Partners acted as financial advisor to Hellman & Friedman, JMI Management, The Blackstone Group, GIC Pte., Canada Pension Plan Investment Board and other investors. Atif I. Azher, Simon Chiu, Mark Myott, Vinay Mysoor, Kira Mandella, David Wuchenich, Brian Steinhardt, Benjamin Persina, David Rubinsky, Monisha Bhayana, Katharine Moir, Pierce Pandolph, Tom Wuchenich, Robert Guo, Marcela Robledo, Megan Whitman, Tim Mulvihill and Rich Capelouto of Simpson Thacher & Bartlett acted as legal advisors to Hellman & Friedman. Douglas Warner, Christopher Machera, Timothy Burns, Matthew Merritt, Emmanuel Charles, Mark Schwed, Steven Ort, Ted Posner, Vadim Brusser and Michael Naughton of Weil, Gotshal & Manges LLP acted as legal advisor to Canada Pension Plan Investment Board. Leo M. Greenberg and Andy Fleischman of Kirkland & Ellis acted as legal advisors to The Blackstone Group. Mark Thierfelder, Jonathan Kim, and Bernardo Piereck of Dechert LLP acted as legal advisor to GIC Pte. Ltd. Joseph Bernardi Jr. and Joshua Klatzkin of Goodwin Procter LLP acted as legal advisors to JMI Management, Inc. MacKenzie Partners, Inc. acted as the information agent to The Unlitmate Software Group and will receive a fee of $17,000 for its services. Stephen M. Kotran and Adrienne R. W. Bradley of Sullivan & Cromwell LLP acted as legal advisors to Goldman Sachs & Co. LLC. Utimate will pay Goldman Sachs a transaction fee of approximately $72.1 million, all of which is contingent upon consummation of the merger. Shearman & Sterling LLP acted as legal advisor to Qatar Investment Authority. Hellman & Friedman LLC, JMI Management, Inc., The Blackstone Group L.P. (NYSE:BX), GIC Pte. Ltd., Canada Pension Plan Investment Board, Qatar Investment Authority and other investors completed the acquisition of The Ultimate Software Group, Inc. (NasdaqGS:ULTI) on May 3, 2019. As a result of the completion of the transaction, Ultimate's common stock ceased trading on the NASDAQ Stock Market.