Despegar.com, Corp. (NYSE:DESP) agreed to acquire Viajes Beda, S.A. de C.V. for approximately $140 million on January 27, 2020. The consideration is subject to working capital and debt adjustments. Total consideration will be paid over 36 months with 65% of consideration, amounts to $88.4 million to be paid at closing, this will be followed with 2 additional installments at months 24 and 36 after closing. A portion of this last payment is subject to business performance, which could lead to up to tier cap +/- 10% of enterprise value. A portion of the purchase price is payable on a deferred basis and includes a variable component of up to circa +/- 10% of the total consideration, based on future performance. On June 11, 2020, Despegar.com, Corp. agrees to revised the terms of the transaction and will now pay $76.5 million to acquire Viajes Beda, S.A. de C.V. As per revised terms, base consideration of approximately $56.5 million and is payable 36 months following the closing date. An additional variable purchase price component, ranging from zero to $20 million, payable 48 months following the closing date. The variable component will be based on the performance of Despegar’s share price during a six month period prior to the fourth anniversary of the closing date. The revised terms require no cash outlays in respect of the purchase price at transaction closing. The revised purchase price is subject to adjustments based on net indebtedness and working capital. The transaction is subject to the occurrence of certain closing and business conditions including approval of the relevant antitrust authorities, regulatory body and is expected to close during the first half of 2020. As of April 10, 2020, the transaction is expected to close during the second quarter of 2020. As of June 11, 2020, transaction is expected to take place during the third quarter of 2020. S. Todd Crider, Juan F. Méndez, Joshua Bernard, Claudia Calderon, Robert Holo, Jasmine Hay, and Marcela Robledo of Simpson Thacher acted as a legal advisor to Despegar.com, Corp.