ZeroFox Holdings, Inc.: M&A transaction — ZeroFox completes acquisition by Haveli Investments for $1.14/share; delisted from Nasdaq

The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time).

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.

Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company

At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.

Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total equity value of the transaction was approximately $162.1 million.

Concurrently with the closing of the Merger, in accordance with the terms of the Note Repurchase Agreements, the Company repurchased approximately $174.4 million aggregate payoff amount of Notes (including accrued and unpaid interest through the closing date under the Credit Agreement) from the Noteholders, constituting payment in full and cancellation of the Notes.

On May 13, 2024, in connection with the Merger, ZI Intermediate I, Inc., a Delaware corporation (“Holdings”), Parent, entered into a credit agreement (the “Credit Agreement”) with Monroe Capital Management Advisors, LLC, as the administrative agent, the collateral agent, and the letter of credit issuer, and certain lenders party thereto.

Concurrently with the closing of the Merger, the Company terminated that certain Loan and Security Agreement, dated January 7, 2021, as amended or supplemented from time to time, by and among the Company, the other loan parties thereto and Stifel Bank and concurrently repaid all advances and other obligations outstanding thereunder.