Forrester Research, Inc. (NasdaqGS:FORR) ) entered into a definitive agreement to acquire SiriusDecisions Inc. from John J. Neeson, Richard E. Eldh, Joyce C. Eldh, Tracy L. Neeson, JMI Management, Inc. and others for approximately $250 million on November 26, 2018. Under the terms of the transaction, each Series A Preferred Stock and each common stock of SiriusDecisions will be converted into the right to receive a portion of the aggregate cash consideration payable in respect of the transaction, which consists of $245 million and is subject to adjustments. Each outstanding stock option of SiriusDecisions will be cancelled upon the consummation of the transaction in exchange for a cash payment based on the closing consideration (net of option exercise price and applicable taxes) and all unvested stock options of SiriusDecisions will be cancelled without consideration upon the consummation of the transaction. Forrester shall deposit $3 million in escrow for the purposes of securing payment of any final adjustment amount. The transaction is expected to be funded through a combination of cash on hand and up to $175 million of fully committed debt financing to be provided by JPMorgan Chase Bank, N.A. and a syndicate of other lenders. On November 26, 2018, Forrester entered into a debt financing commitment letter with JPMorgan Chase Bank, N.A., pursuant to which JPMorgan Chase committed to provide Forrester with a senior secured term loan facility in an aggregate principal amount of $125 million and a senior secured revolving credit facility in an aggregate principal amount of $75 million. Under the terms of the transaction, Forrester will be required to pay to SiriusDecisions a reverse termination fee of $9.8 million under certain circumstances. The transaction has a revenue multiple of 2.8 times for the trailing 12 months. SiriusDecisions had revenue of $87 million for the trailing 12 months. As of March 21, 2019, SiriusDecisions had total assets of $31.1 million and revenue of $80 million for the period ending March 31, 2018. Concurrently with the execution of the agreement, certain members of SiriusDecisions’ management team, including John J. Neeson, Richard E. Eldh, Joyce C. Eldh and Tracy L. Neeson have entered into employment agreements with Forrester which will become effective upon consummation of the transaction. The transaction is subject to the expiration or termination of any waiting period under the HartScott- Rodino Antitrust Improvements Act of 1976, the satisfaction of customary closing conditions, including applicable regulatory filings, the third party and governmental consents, resignations from the Directors and officers of SiriusDecisions and its subsidiaries, execution of paying agent agreement, execution of support agreement by stockholders holding at least 95% of the voting power of SiriusDecision, execution of escrow agreement and other conditions. The Boards of Directors of Forrester Research and SiriusDecisions have unanimously approved the transaction. SiriusDecisions delivered the written consent of stockholders holding approximately 95% of the outstanding capital stock approving and authorizing the transaction pursuant to the merger agreement. The transaction is expected to close in January 2019. The transaction is expected to be $0.10 to $0.20 accretive to the 2019 pro forma EPS of Forrester Research. As of December 12, 2018, Federal Trade Commission granted early termination notice in relation to the acquisition. William Blair & Company, L.L.C. served as exclusive financial advisor to Forrester. Andrew Carriker, Tracey Chenoweth, Matthew Donnelly, Matthew Gerber, Timothy F. Nelson, David Reamer, Rebecca Rodal, Jenna Skoller Cantor, Moshe Spinowitz, Faiz Ahmad and Margaret R. Cohen of Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsels to Forrester. Centerview Partners LLC served as exclusive financial advisor and Francis J. Feeney of DLA Piper served as legal counsel to SiriusDecisions. Delaware Trust Company acted as escrow agent in transaction. Forrester Research, Inc. (NasdaqGS:FORR) completed the acquisition of SiriusDecisions Inc. from John J. Neeson, Richard E. Eldh, Joyce C. Eldh, Tracy L. Neeson, JMI Management, Inc. and others for approximately $250 million on January 3, 2019. The consideration includes cash acquired of $7.86 million. In connection with the acquisition, Forrester Research entered into a $200 million credit agreement on January 3, 2019, providing for senior secured term loans in an aggregate principal amount of $125 million and a senior secured revolving credit facility in an aggregate principal amount of $75 million of which $125 million of the term loans and $50 million of the revolving credit facility was used to finance a portion of the acquisition.