ModelEdge

ThoughtWorks Holding Inc

Filing Type	SC 13E3
Filing Date	9/2/2024
Updated	9/3/24, 3:33 PM

Filing

Earnings Release

Exhibits

SC 13E3Schedule 13E-3 - Going Private Transaction

EX-99.(B)(1)EQUITY COMMITMENT LETTER, DATED AS OF AUGUST 5, 2024 BY AND AMONG APAX XI EUR L.P., APAX XI EUR 1 L.P., APAX XI EUR SCSP, APAX XI USD L.P., APAX XI USD 2 L.P., APAX XI USD SCSP AND TASMANIA MIDCO, LLC

EX-99.(C)(2)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 10, 2023

EX-99.(C)(3)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 26, 2023

EX-99.(C)(4)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 30, 2023

EX-99.(C)(5)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 15, 2023

EX-99.(C)(6)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 30, 2023

EX-99.(C)(7)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED APRIL 26, 2024

EX-99.(C)(8)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 8, 2024

EX-99.(C)(9)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 13, 2024

EX-99.(C)(10)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 16, 2024

EX-99.(C)(11)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED MAY 30, 2024

EX-99.(C)(12)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 4, 2024

EX-99.(C)(13)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 10, 2024 (REGARDING A DISCOUNTED CASH FLOW ANALYSIS)

EX-99.(C)(14)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., JUNE 10, 2024 (REGARDING SENSITIVITY ANALYSES)

EX-99.(C)(15)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 18, 2024

EX-99.(C)(16)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JUNE 19, 2024

EX-99.(C)(17)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED JULY 1, 2024

EX-99.(C)(18)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED AUGUST 1, 2024

EX-99.(C)(19)CONFIDENTIAL DISCUSSION MATERIALS PREPARED BY LAZARD FRERES & CO. LLC FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THOUGHTWORKS HOLDINGS, INC., DATED AUGUST 4, 2024

EX-99.(D)(4)AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENT, DATED AS OF JULY 31, 2024, BY AND BETWEEN THOUGHTWORKS INC. AND MICHAEL R. SUTCLIFF

EX-99.(D)(5)INVESTMENT AGREEMENT, DATED AS OF AUGUST 5, 2024, BY AND BETWEEN TASMANIA PARENT, INC. AND MICHAEL SUTCLIFF

EX-FILING FEESFILING FEE TABLE