Synchronoss Technologies, Inc. (NasdaqGS:SNCR) entered into a definitive agreement to acquire IntraLinks Holdings, Inc. (NYSE:IL) from Ulysses Management LLC, Goldman Sachs Asset Management, L.P., Freshford Capital Management, LLC, Park West Asset Management LLC, Park West Asset Management LLC and other shareholders for approximately $800 million on December 5, 2016. Under the terms of the agreement, Synchronoss Technologies, Inc. will commence a cash tender offer to acquire all of the outstanding common stock of IntraLinks Holdings for $13 per share. Synchronoss will acquire 4.08 million options valued at approximately $22.39 million, being the difference of offer price of $13 and exercise price of $7.51 per share. Synchronoss will also acquire RSUs and PSUs of IntraLinks by the issuance of that number of whole shares of Synchronoss common stock equal to the product of the number of shares of IntraLinks common stock that were issuable upon settlement of such Rollover RSU and Rollover PSU, respectively multiplied by the exchange ratio, which means the quotient obtained by dividing $13 by Synchronoss stock price. In a related transaction, Synchronoss Technologies, Inc. entered into an agreement to divest 70% of its activation business to Sequential Technology International, LLC for a total purchase price of $146 million. Synchronoss Technologies, Inc. will finance the acquisition through the cash proceeds from the Sequential Technology transaction, $900 million of senior secured term loan B facility and $250 million senior secured revolving credit facility. Goldman Sachs Bank USA, Credit Suisse AG and Credit Suisse Securities (USA) LLC are providing debt financing commitments to Synchronoss Technologies, Inc. On completion, IntraLinks operates as a wholly-owned subsidiary of Synchronoss. In the event of termination, either of Synchronoss or IntraLinks will be liable to pay a termination fee of $49.24 million and $24.62 million, respectively. Ron Hovsepian, Chief Executive Officer of IntraLinks Holdings is expected to be appointed as the Chief Executive Officer of Synchronoss Technologies and join the Synchronoss Technologies, Inc. Board of Directors upon closing of the transaction while the founder and current Chief Executive Officer of Synchronoss Technologies, Inc., Stephen G. Waldis will become the Executive Chairman of the Board. The transaction is subject to the satisfaction of customary closing conditions, including regulatory approval in the United States, minimum tender, HSR Act approval and was unanimously approved by the Board of Directors of Synchronoss and IntraLinks. The transaction is expected close in late first quarter of 2017. Synchronoss expects the Intralinks transaction to have no impact to its fourth quarter financials. As on January 3, 2017, the transaction was approved by the Federal Trade Commission. PJT Partners, LP and Goldman Sachs & Co. acted as financial advisors to Synchronoss Technologies, Inc. and J.P. Morgan Securities LLC acted as financial advisor to IntraLinks Holdings, Inc. Michele Harrington, Jones, Mark; Baldwin III and Robert F., III of Hogan Lovells advised Marc Dupré, Andrew Luh and Nevin Fox of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal advisors to Synchronoss Technologies, Inc. while Margaret A. Brown, Clifford Aronson, Kristine Dunn, Bruce Goldner, Cliff Gross, David Schwartz of Skadden, Arps, Slate, Meagher & Flom, LLP acted as legal advisors to IntraLinks Holdings, Inc. James Cross, Chris Bell and Caroline Gross of Simpson Thacher & Bartlett LLP is acted as legal advisors in connection with the debt financing to Synchronoss. KPMG Corporate Finance LLC acted as financial advisor for Synchronoss Technologies Inc. Michele Harrington, Jones, Mark, Baldwin III and Robert F III of Hogan Lovells US LLP acted as legal advisors to Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. IntraLinks Holdings has agreed to pay J.P. Morgan a fee of approximately $12.7 million, $2.5 million of which was payable following delivery of opinion and $10.2 million of which is payable upon consummation of the merger. Synchronoss Technologies, Inc. (NasdaqGS:SNCR) completed the acquisition of IntraLinks Holdings, Inc. (NYSE:IL) from Ulysses Management LLC, Goldman Sachs Asset Management, L.P., Freshford Capital Management, LLC, Park West Asset Management LLC, Park West Asset Management LLC and other shareholders on January 19, 2017.