TPG Capital, L.P. entered into a definitive merger agreement to acquire an additional minority stake in Convey Health Solutions Holdings, Inc. (NYSE:CNVY) on June 20, 2022. TPG Capital will acquire all of the outstanding shares of Convey common stock not currently owned by TPG or certain management and director shareholders for $10.50 per share in cash, representing an enterprise value of approximately $1.1 billion. TPG have secured debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in the debt commitment letter. The Merger Agreement provides that TPG may be required to pay CNVY a termination fee of $50 million, and may be required, under certain specified circumstances, to reimburse the Company's fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, up to $10 million in the aggregate. The Merger Agreement also provides that CNVY may be required to pay TPG a termination fee of $24 million under certain specified circumstances. If the Merger is consummated, the shares of Common Stock will be delisted from the New York Stock Exchange.

Completion of the transaction is subject to customary closing conditions. The transaction has been approved by TPG in its capacity as the principal shareholder of Convey and no other shareholder approval is required, thereby providing the required stockholder approval for the Merger. A special committee of the Board of Directors of Convey, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of Convey and its shareholders that are not affiliated with TPG or such management and director shareholders. Acting upon the recommendation of the Special Committee, the Board approved the transaction. TPG Capital, L.P. board also unanimously approved the transaction.

The transaction is expected to close in the second half of 2022. H. Oliver Smith, Sartaj Gill, Michael Fan, Pritesh P. Shah, Kara L. Mungovan, Aliza Slansky, Adam Kaminsky and Darren M. Schweiger of Davis Polk & Wardwell LLP acting as legal counsels and due diligence provider to TPG. Centerview Partners is acting as financial advisor and fairness opinion provider to the Special Committee and Marni J. Lerner, Sebastian Tiller, Adam Shapiro and Vanessa K. Burrows of Simpson Thacher & Bartlett LLP acting as its legal advisor. Aaron Gruber and Andrew M. Wark of Cravath, Swaine & Moore LLP acting as legal counsels to Convey. Malone, Thomas; Dubofsky, Josh and Sauter, Leah of Latham represents Centerview Partners as financial advisor to Special Committee of Convey Health Solutions. Ross Aronstam & Moritz LLP acted as legal advisor to the special committee. American Stock Transfer & Trust Company, LLC acted as transfer agent to Convey Health Solutions Holdings, Inc. In connection with Centerview's services as the financial advisor to the Special Committee, the Company has agreed to pay Centerview an aggregate fee of approximately $8 million, $1 million of which was payable upon the rendering of Centerview's opinion and $7 million of which is payable contingent upon consummation of the Transaction.