October 20, 2019

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Upcoming/New CFIUS Filing: CVC Capital Partners and ConvergeOne Holdings

Status:  Upcoming/New Filing

Acquirer:  CVC Capital Partners (United Kingdom)

Acquired:  ConvergeOne Holdings, Inc. (US)

Value:  US$1.8 billion

Industry:  Technology Services

On November 6, 2018, ConvergeOne Holdings, Inc., a publicly traded Minnesota based provider of IT cloud and managed technology services and solutions, “entered into a merger agreement with wholly owned subsidiaries of CVC Capital Partners,” a private equity firm registered in Jersey, United Kingdom.  (ConvergeOne Employee Frequently Asked Questions, ConvergeOne Holdings, Inc., Schedule 14D-9, Ex-99.1, Nov. 6, 2018, SEC Filing.) Under the merger agreement, executed among ConvergeOne Holdings, PVKG Intermediate Holdings Inc. and its wholly owned subsidiary PVKG Merger Sub, Inc., both Delaware corporations, PVKG Merger Sub will commence a tender offer to acquire all the shares of ConvergeOne Holdings, then be merged with and into ConvergeOne Holdings, with ConvergeOne Holdings becoming a subsidiary of PVKG Intermediate Holdings Inc. (See ConvergeOne Holdings, Inc., Form 8-K, Nov. 6, 2018, SEC Filing.) According to the tender offer statement filed with the SEC, PVKG Merger Sub, Inc., and PVKG Intermediate Holdings Inc., are affiliates of “CVC Capital Partners VII (A) L.P., a Jersey limited partnership.”  (ConvergeOne Holdings, Inc., Schedule TO, Nov. 6, 2018, SEC Filing.) “CVC is majority owned by its employees and led by its Managing Partners.” (Field Talking Points, ConvergeOne Holdings, Inc., Schedule 14D-9, Ex-99.5, Nov. 6, 2018, SEC Filing.) Pursuant to the agreement, a mandatory declaration filing, as required under the newly implemented CFIUS Pilot Program, must be made by November 21, 2018. (See Agreement and Plan of Merger, ConvergeOne Holdings, Inc., Form 8-K, Ex-2.1, Nov. 6, 2018, SEC Filing.)

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