The aggregate consideration payable by N-able in connection with the acquisition consists of approximately: (i) $100 million in cash at the closing, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, (ii) 1.57 million shares of the Company's Common Stock issued at the closing, (iii) $120 million in cash installments of $52.5 million and $67.5 million, respectively, on the first and second anniversary of the closing, and (iv) up to an aggregate of $30 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets.
N-able anticipates that this acquisition will be immediately accretive to ARR growth and accretive to cash flow by the fourth quarter of 2025.