Sumo Logic, Inc.: M&A transaction — Francisco Partners closes $1.7B acquisition of Sumo Logic at $12.05/share

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

In addition, immediately following completion of the Merger, Jennifer McCord, age 46, resigned from her positions as senior vice president, finance, and chief accounting officer and was appointed as chief financial officer of the Company.

Immediately following completion of the Merger, Katherine Haar and Jennifer McCord were elected directors of the Company.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

The following persons, who were directors of the Company immediately prior to the completion of the Merger, resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Joseph Ansanelli, Christian Beedgen, Sandra Bergeron, Margaret Francis, Randy Gottfried, John D. Harkey, Jr., Tracey Newell, Ramin Sayar, and Timothy Youngblood.

Immediately following completion of the Merger, Stewart Grierson, age 57, resigned from his position as chief financial officer of the Company and was appointed as chief operating officer of the Company.

Immediately following completion of the Merger, Katherine Haar and Jennifer McCord were elected directors of the Company.

Mr. Sayar, who was the Company’s chief executive officer prior to the Effective Time, resigned in connection with the Closing.

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.75 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from the invested funds affiliated with Francisco

Concurrently with the closing of the Merger, the Company paid all outstanding fees and expenses and terminated all credit commitments outstanding under that certain Amended and Restated Loan and Security Agreement, dated as of February 8, 2021, by and between the Company as a borrower, and Silicon Valley Bank, a California corporation, as a lender.

On the Closing Date, Parent, as the borrower, entered into that certain Credit Agreement, among Serrano Intermediate, LLC, the Company, as subsidiary guarantor, the direct parent company of Parent, as a guarantor, AB Private Credit Investors LLC, as administrative agent and collateral agent, and the lenders party thereto (the “ Credit Agreement ”), which provides for an initial term loan facility in an aggregate principal amount of $500,000,000 and a revolving credit facility of $50,000,000.