Cotiviti Holdings, Inc. (NYSE:COTV) entered into a definitive agreement to acquire ROWDMAP, INC. for $70 million on July 10, 2017. Pursuant to the definitive agreement, Cotiviti will pay $70 million in cash, subject to certain adjustments. Cotiviti will fund the entire purchase price with available liquidity. Cotiviti also intends to issue an aggregate of approximately 0.8 million shares of restricted Common Stock to certain employees of RowdMap as a material inducement to their employment with Cotiviti. Half of these shares are subject to performance-based vesting requirements. The other half are subject to continued employment with Cotiviti, with one third vesting on each of the first three anniversaries of the closing of the acquisition. The transaction is not subject to a financing condition. The transaction is expected to close by the end of July 2017. Due to the equity incentives and impact of purchase accounting, on a GAAP net income basis the acquisition is not expected to be accretive in 2017 or 2018. On a non-GAAP adjusted net income basis, the acquisition is expected to be neutral to full year 2017 results and accretive in 2018. Marilyn French Shaw, Amanda Border, Dustin Baker, Jeffrey Osterman, Caroline Geiger, Lauren Springer, Randi Singer, Dennis Adams, Marc Silberberg, Ryan Roberts, Paul Wessel, Amanda Rosenblum, Corinne Nhaissi and John O'Loughlin of Weil, Gotshal & Manges LLP acted as legal advisors for Cotiviti. Leerink Partners acted as financial advisor for ROWDMAP. Wyatt, Tarrant & Combs acted as legal advisor for ROWDMAP. Cotiviti Holdings, Inc. (NYSE:COTV) completed the acquisition of ROWDMAP, INC. on July 14, 2017.