Frontdoor, Inc. (NasdaqGS:FTDR) entered into a Share Purchase Agreement to acquire 2-10 Hbw Acquisition, LP from 2-10 HBW Intermediate, L.P. for approximately $590 million on June 3, 2024. The Purchase Agreement provides certain customary termination rights for both the Company and Seller and further provides that a termination fee of $30 millions will be payable by the Company to Seller in the event the Purchase Agreement is validly terminated in certain circumstances as described in the Purchase Agreement in connection with a failure to receive applicable governmental regulatory approvals. In connection with the Transaction, the Company has entered into a commitment letter, dated as of June 3, 2024, with JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, pursuant to which the Commitment Parties have committed to provide a $575 million senior secured incremental term loan facility under the Company?s existing Credit Agreement, dated as of June 17, 2021, as amended, by and among the Company, the lenders party thereto and JPMorgan, N.A., as administrative agent, collateral agent and issuing bank.

Funding of the Incremental Facility is contingent on the satisfaction of certain customary conditions, including the execution and delivery of definitive documentation with respect to the Incremental Facility in accordance with the terms set forth in the Commitment Letter. The Company intends to finance all or a portion of the Transaction and related fees and expenses with borrowings under the Incremental Facility and available cash. The transaction is subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business of 2-10 as of the closing of the Transaction.

The completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including the expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other specified governmental regulatory approvals. Subject to certain exceptions, the Company and 2-10 agree to use their respective reasonable best efforts to obtain required regulatory approvals. In addition, the Purchase Agreement provides that each of the Company?s, Seller?s and 2-10?s obligations to complete the Transaction are subject to certain other conditions, including the accuracy of the representations and warranties of the other parties, subject to certain bring-down standards, material performance of the parties?

obligations under the Purchase Agreement; and with respect to the Company?s obligation to complete the Transaction, the absence of a material adverse effect on 2-10. and is expected to close in 2024. Evercore Inc. acted as a financial advisor and Elizabeth Gallucci of Ropes & Gray LLP acted as a legal advisor to 2-10 HBW Acquisition, L.P. BofA Securities, Inc acted as a financial advisor and Jeffrey A. Fiarman, Jakob Rendtorff, Kenneth Wallach, Christopher Brown, Benjamin Persina, Jonathan Ozner, Peter Guryan, Richard Jamgochian, David Rubinsky, Andrew Purcell, Lori Lesser, Steven DeLott, Charles Mathes, Dennis Loiacono and Jennifer Woods of Simpson Thacher & Bartlett LLP acted as a legal advisor to Frontdoor, Inc.