NeuStar, Inc. (NYSE:NSR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Merger Agreement

On December14, 2016, NeuStar, Inc.
(Neustar) entered into an Agreement and
Plan of Merger (the Merger Agreement)
with Aerial Topco, L.P., a Delaware limited partnership
(Parent), and Aerial Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of Parent
(Merger Sub and, together with Parent,
the Acquiring Parties) to which,
subject to the satisfaction or waiver of the conditions therein,
Merger Sub will merge with and into Neustar (the
Merger), with Neustar surviving as a
wholly-owned subsidiary of Parent. Parent and Merger Sub were
formed by Golden Gate Private Equity, Inc. (Golden
Gate) and GIC Special Investments Pte Ltd
(GIC). The Merger Agreement was
unanimously approved by the members of the board of directors of
Neustar (the Board) and the Board
resolved to recommend approval of the Merger Agreement to
Neustars stockholders (the Board
Recommendation).

Subject to the terms of the Merger Agreement, at the effective
time of the Merger (the Effective
Time), each share of Neustar ClassA common stock
and ClassB common stock, each with a par value of $0.001 per
share, issued and outstanding immediately prior to the Effective
Time (other than shares owned by the Acquiring Parties and shares
held by Neustar, and certain of their affiliates, and shares held
by stockholders who have perfected their statutory rights of
appraisal under Section262 of the Delaware General Corporation
Law), will be converted into the right to receive $33.50 in cash,
without interest (the Merger
Consideration).

At the Effective Time, each Neustar stock option, whether or not
vested and exercisable, that is outstanding and unexercised
immediately prior to the Effective Time will be canceled
automatically in exchange for the right to receive an amount in
cash (less any applicable tax withholdings) equal to the product
of (i)the excess, if any, of the Merger Consideration over the
per share exercise price of such Neustar stock option and (ii)the
total number of shares of Neustar common stock otherwise issuable
upon exercise of such Neustar stock option immediately prior to
the Effective Time.At the Effective Time, each outstanding
Neustar restricted stock unit that is subject only to time-based
vesting will vest in full and will be canceled in exchange for
the right to receive an amount in cash (less any applicable tax
withholdings) equal to the product of (i)the Merger Consideration
and (ii)the number of shares of Neustar common stock subject to
such Neustar restricted stock unit award.At the Effective Time,
the performance-based conditions to which each outstanding
Neustar restricted stock unit subject to performance-based
vesting is subject will be deemed satisfied at the target levels
for any performance period not completed prior to Closing as
specified in the applicable equity plans and award agreements and
the resulting number of restricted stock units will be canceled
in exchange for the right to receive an amount in cash (less any
applicable tax withholdings) equal to the product of (i)the
Merger Consideration and (ii)the resulting number of shares of
Neustar common stock. At the Effective Time, each outstanding
share of Neustar restricted stock will become fully vested and
the restrictions with respect thereto shall lapse, and such
shares shall be treated in the Merger in the same manner as the
other shares of Neustar common stock.

The Merger Agreement contains customary representations,
warranties and covenants of Neustar and the Acquiring Parties,
including, among others, covenants by Neustar to conduct its
business in the ordinary course of business during the period
between execution of the Merger Agreement and consummation of the
Merger (the Closing) and prohibiting
Neustar from engaging in certain kinds of activities during such
period without the consent of the Acquiring Parties.The Merger
Agreement also contains customary termination provisions for both
Neustar and Parent, as discussed in more detail below.

The Merger is conditioned upon, among other things, the approval
of the Merger Agreement by the affirmative vote of holders of at
least a majority of all outstanding shares of common stock of
Neustar (the Stockholder Approval) at a
meeting of Neustars stockholders held for such purpose (the
Stockholder Meeting), the expiration of
the applicable waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, consent
of the Federal Communications Commission of the United States,
the review and clearance by the Committee on Foreign Investment
in the United States and other customary closing conditions.The
Closing is not subject to a financing condition.

The Merger Agreement contains a go-shop provision that, in
general, allows Neustar to solicit, initiate, facilitate and
encourage, and engage in discussions or negotiations with respect
to, an alternative transaction for a 30-day period ending on
January13, 2017 (the Go-Shop
Period). During the Go-Shop Period,
Neustar is