Bain Capital, LP, Reverence Capital Partners, L.P., BlackRock, Inc. (NYSE:BLK), FMR LLC, Franklin Resources, Inc. (NYSE:BEN) and State Street Global Advisors, Inc. agreed to acquire Envestnet, Inc. (NYSE:ENV) from BlackRock, Inc. (NYSE:BLK), FMR LLC and others for $3.6 billion on July 11, 2024. Envestnet shareholders will receive $63.15 in cash for each share of common stock they own. RBC Capital Markets, BMO Capital Markets, Barclays, Goldman Sachs & Co. LLC, Ares Capital Management, funds managed by Blue Owl Capital and Benefit Street Partners, L.L.C. have committed to provide debt financing in connection with the Merger consisting of a first lien term loan facility in an aggregate principal amount of up to $1,760,000,000, a second lien term loan facility in an aggregate principal amount equal of up to $375,000,000, and a revolving credit facility in an aggregate principal amount equal to $375,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated July 11, 2024. The buy termination fee equates to $220 million. The sell side termination fee equates to $90.65 million. The deal was unanimously approved by both the Envestnet and Bain's board. The deal is subjected to the approval of Envestnet's shareholders. The deal is subjected to the approval of antitrust bodies including other regulatory bodies. On September 24, 2024, Envestnet, held a special meeting of its stockholders where the transaction was approved by the target shareholders. The deal is expected to close in the fourth quarter of 2024.

William M. Shields, David M. Hutchins, Jessica F. Cooney, Thomas Holden, Thomas J. Fraser, Scott Rolnik, Byung W. Choi, Jessica L. Reece, Brynn Rail, Gregory C. Davis, Daniel V. McCaughey, Jonathan S. Klarfeld, Ama A. Adams, Nicholas M. Berg, Martin J. Crisp, Renata J. Ferrari, Joshua A. Lichtenstein, Edward R. McNicholas, Pamela L. Glazier, Erica L. Han, Megan Bisk and Ryan Preston Dahl of Ropes & Gray LLP acted as legal advisor and J.P. Morgan Securities LLC acted as financial advisor to Bain Capital Private Equity, LP. Benjamin M. Goodchild and Rob Kindler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor and Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Envestnet, Inc. RBC Capital Markets, BMO Capital Markets, Barclays, and Goldman, Sachs & Co. LLC provided committed debt financing for the transaction and financial advisory services to Bain Capital. David Barash, Marc Lashbrook, Josh Zelig, Randal Palach, Christopher Boies, Danny Choi, Jesse Kirsch, and Jason Busch, John Cobb, Alex Temel, Bill Schwab, Mitchell Zuckerman, Jordan Hook, Marina Begun, and Stacy Hopkins of Paul Hastings LLP advised the financial sources in connection with the Bain Capital. Mark A. Fennell, P.C., Kevin W. Mausert, P.C. and Justin L. Joffe of Kirkland & Ellis LLP acted as legal advisor to Reverence Capital Partners, L.P. Equiniti Trust Company, LLC acted as transfer agent to Envestnet. Innisfree M&A Incorporated acted as proxy solicitor to Envestnet. Innisfree will receive an estimated fee of $40,000.

Bain Capital, LP, Reverence Capital Partners, L.P., BlackRock, Inc. (NYSE:BLK), FMR LLC, Franklin Resources, Inc. (NYSE:BEN) and State Street Global Advisors, Inc completed the acquisition of Envestnet, Inc. (NYSE:ENV) from BlackRock, Inc. (NYSE:BLK), FMR LLC and others on November 25, 2024. Envestnet?s common stock will no longer be publicly listed on the New York Stock Exchange, and Envestnet will continue operations as a privately held company.