Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Date : 11/27/2018 @ 10:55PM
Source : Edgar (US Regulatory)
Stock : Cloudera, Inc. (CLDR)
Quote : 12.73  0.48 (3.92%) @ 9:02PM
Cloudera, Inc. share price Chart

Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228155
CLOUDERAA02.JPG                                                                                 HORTONWORKSA02.JPG
TO THE STOCKHOLDERS OF CLOUDERA, INC. AND HORTONWORKS, INC. — MERGER PROPOSED —YOUR VOTE IS VERY IMPORTANT
November 27, 2018
Dear Stockholders of Cloudera, Inc. and Stockholders of Hortonworks, Inc.,
The board of directors of each of Cloudera, Inc. (“Cloudera”) and Hortonworks, Inc. (“Hortonworks”) have unanimously approved the merger of a wholly owned subsidiary of Cloudera with and into Hortonworks, with Hortonworks surviving as a wholly owned subsidiary of Cloudera. If the proposed merger is completed, Hortonworks stockholders will receive 1.305 shares of Cloudera common stock for each share of Hortonworks common stock they own immediately prior to the effective time of the merger, and Cloudera stockholders will continue to own their existing shares, which will not be adjusted by the merger.
Cloudera stockholders are expected to hold approximately 60% of the fully diluted shares of Cloudera common stock, and former Hortonworks stockholders are expected to hold approximately 40% of the fully diluted shares of Cloudera common stock, immediately following the completion of the merger based on each of Cloudera’s and Hortonworks’ fully diluted shares including equity awards (using the treasury method). Following the completion of the merger, Thomas J. Reilly, the current Chief Executive Officer of Cloudera, will be the Chief Executive Officer of the combined company. The Cloudera board will consist of five directors from the current Cloudera board, including Tom Reilly, and four directors from the current Hortonworks board, including Robert Bearden. The combined company will continue to be called Cloudera, Inc.
Cloudera common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “CLDR.” As of November 26, 2018, the last trading day before the date of this joint proxy statement/prospectus, the last reported sales price of Cloudera common stock at the end of regular trading hours, as reported on NYSE, was $11.88.
Hortonworks common stock trades on The Nasdaq Global Select Market LLC (“Nasdaq”) under the ticker symbol “HDP.” As of November 26, 2018, the last trading day before the date of this joint proxy statement/prospectus, the last reported sales price of Hortonworks common stock at the end of regular trading hours, as reported on Nasdaq, was $15.50.
Cloudera and Hortonworks cannot complete the merger unless Cloudera stockholders approve the issuance of shares of Cloudera common stock in connection with the merger and Hortonworks stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement. The obligations of Cloudera and Hortonworks to complete the merger are also subject to the satisfaction or waiver of several other conditions to the merger. More information about Cloudera, Hortonworks and the merger is contained in this joint proxy statement/prospectus. We encourage you to read carefully this joint proxy statement/prospectus before voting, including the section entitled “ Risk Factors ” beginning on page 25 of this joint proxy statement/prospectus. 
After careful consideration, the boards of each of Cloudera and Hortonworks have unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of the Cloudera stockholders and Hortonworks stockholders, respectively, and the board of each of Cloudera and Hortonworks has approved the merger agreement, and the board of directors of Cloudera has unanimously determined that the issuance of shares of Cloudera common stock in the merger is advisable and in the best interests of the Cloudera stockholders and approved the issuance of shares of Cloudera common stock in the merger
The Cloudera board unanimously recommends that Cloudera stockholders vote “FOR” the proposal to approve the issuance of shares of Cloudera common stock in the merger. The Hortonworks board unanimously recommends that Hortonworks stockholders vote “FOR” the proposal to adopt the merger agreement and approve the transactions contemplated by the merger agreement.
The proposals are being presented to the respective stockholders of each company at their special meetings. The dates, times and places of the meetings are as follows:
For Cloudera stockholders:
Special Meeting of Stockholders
December 28, 2018 at 10:00 a.m., local time
Cloudera’s principal executive offices located at:
395 Page Mill Road
Palo Alto, CA 94306
For Hortonworks stockholders:
Special Meeting of Stockholders
December 28, 2018 at 10:00 a.m., local time
Hortonworks’ principal executive offices located at:
5470 Great America Parkway
Santa Clara, CA 95054
Your vote is very important. Whether or not you plan to attend your respective company’s meeting, please take the time to vote by completing and returning the enclosed proxy card to your respective company or, if the option is available to you, by granting your proxy electronically over the Internet or by telephone. If your shares are held in “street name,” you must instruct your broker in order to vote.
Sincerely,
 
/s/ Thomas J. Reilly
/s/ Robert Bearden
Thomas J. Reilly
Robert Bearden
Chief Executive Officer
Chief Executive Officer
Cloudera, Inc.
Hortonworks, Inc.
None of the Securities and Exchange Commission, any state securities regulator or any regulatory authority has approved or disapproved of these transactions or the securities to be issued under this joint proxy statement/prospectus or determined if the disclosure in this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated November 27, 2018, and is first being mailed to stockholders of Cloudera and Hortonworks on or about November 28, 2018.



CLOUDERA.JPG
Cloudera, Inc.
395 Page Mill Road
Palo Alto, California 94306
(650) 362-0488
NOTICE OF SPECIAL MEETING OF CLOUDERA STOCKHOLDERS
To the Stockholders of Cloudera, Inc.:
Cloudera, Inc. will hold its special meeting of stockholders at Cloudera’s principal executive offices located at 395 Page Mill Road, Palo Alto, California, on December 28, 2018 at 10:00 a.m., local time. Cloudera is holding the meeting to consider the following matters:
1.
to approve the issuance of shares of Cloudera common stock in connection with the merger of Surf Merger Corporation, a wholly owned subsidiary of Cloudera, with and into Hortonworks, Inc., with Hortonworks surviving as a wholly owned subsidiary of Cloudera, as contemplated by the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (which we refer to as the merger agreement), by and among Cloudera, Hortonworks and Surf Merger Corporation (the “Cloudera Common Stock Issuance Proposal”); and
2.
to approve the adjournment of the Cloudera special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the issuance of shares of Cloudera common stock in connection with the merger (the “Cloudera Adjournment Proposal”).
The Cloudera board has approved the merger agreement and the transactions contemplated by the merger agreement by unanimous vote, and unanimously recommends that you vote “FOR” the Cloudera Common Stock Issuance Proposal, which is described in detail in the joint proxy statement/prospectus, and “FOR” the Cloudera Adjournment Proposal.
Holders of record of Cloudera common stock at the close of business on November 26, 2018, are entitled to vote at the meeting. A list of stockholders eligible to vote at the Cloudera special meeting will be available for inspection at the special meeting and at the offices of Cloudera in Palo Alto, California, during regular business hours for a period of no less than 10 days prior to the special meeting.
You can vote your shares by completing and returning a proxy card. Most stockholders can also vote over the Internet or by telephone. If Internet and telephone voting are available to you, you can find voting instructions in the materials accompanying the joint proxy statement/prospectus. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the enclosed joint proxy statement/prospectus. Even if you plan to attend the Cloudera special meeting in person, Cloudera requests that you sign and return the enclosed proxy, or vote over the Internet or by telephone, to ensure that your shares will be represented at the Cloudera special meeting if you are unable to attend. For specific instructions on how to vote your shares, please refer to the section entitled “ The Cloudera Special Meeting ” beginning on page 37 of the joint proxy statement/prospectus.
FOR THE BOARD,
/s/ David Middler
David Middler
Chief Legal Officer and Corporate Secretary
November 27, 2018
Palo Alto, California



HORTONWORKSA03.JPG
Hortonworks, Inc.
5470 Great America Parkway
Santa Clara, California 95054
NOTICE OF SPECIAL MEETING OF HORTONWORKS STOCKHOLDERS
To the Stockholders of Hortonworks, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Hortonworks, Inc., a Delaware corporation, will be held on December 28, 2018, at 10:00 a.m., local time, at 5470 Great America Parkway, Santa Clara, California to consider the following matters:
1.
to adopt the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (which we refer to as the merger agreement), by and among Hortonworks, Cloudera, Inc. and Surf Merger Corporation, and approve the transactions contemplated by the merger agreement (the “Merger Proposal”); and
2.
to approve the adjournment of the Hortonworks special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the transactions contemplated by the merger agreement (the “Hortonworks Adjournment Proposal”).
Any action on the items of business described above may be considered at the special meeting at the time and on the date specified above or at any time and date to which the special meeting may be properly adjourned or postponed.
After careful consideration, the Hortonworks board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of the Hortonworks stockholders and has unanimously approved the merger agreement. The Hortonworks board unanimously recommends that the Hortonworks stockholders vote “FOR” the Merger Proposal, and “FOR” the Hortonworks Adjournment Proposal.
You are entitled to vote at and attend the special meeting only if you were a Hortonworks stockholder as of the close of business on November 26, 2018 or hold a valid proxy for the special meeting.
The special meeting will begin promptly at 10:00 a.m., local time. Check-in will begin at 9:30 a.m., local time, and you should allow ample time for the check-in procedures.
Your vote is very important. Whether or not you plan to attend the special meeting, you are encouraged to read the joint proxy statement/prospectus and submit your proxy or voting instructions for the special meeting as soon as possible. You may submit your proxy or voting instructions for the special meeting by completing, signing, dating and returning the proxy card or voting instruction card in the pre-addressed envelope provided. Even if you plan to attend the Hortonworks special meeting in person, Hortonworks requests that you sign and return the enclosed proxy, or vote over the Internet or by telephone, to ensure that your shares will be represented at the Hortonworks special meeting if you are unable to attend. For specific instructions on how to vote your shares, please refer to the section entitled “ The Hortonworks Special Meeting ” beginning on page  43 of the joint proxy statement/prospectus.
By Order of the Board of Directors,
/s/ Robert Bearden
Robert Bearden
Chair of the Board of Directors and Chief Executive Officer
November 27, 2018
Santa Clara, California



TABLE OF CONTENTS
 
 
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ADDITIONAL INFORMATION
This accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Cloudera and Hortonworks from documents that are not included in or delivered with this joint proxy statement/prospectus. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the addresses and telephone numbers listed below. To obtain timely delivery, you must request the information no later than five business days before you must make your investment decision.
Cloudera, Inc.
395 Page Mill Road
Palo Alto, California 94306
Attention: Investor Relations
(888) 789-1488
http://investors.cloudera.com
Hortonworks, Inc.
5470 Great America Parkway
Santa Clara, California 95054
Attention: Investor Relations
(650) 305-7806
http://investors.hortonworks.com
In addition, if you have questions about the merger or the special meetings, or if you need to obtain copies of the accompanying joint proxy statement/prospectus, proxy cards, election forms or other documents incorporated by reference in the joint proxy statement/prospectus, you may contact the appropriate contact listed above. You will not be charged for any of the documents you request.
In order for you to receive timely delivery of the documents in advance of the Cloudera special meeting, Cloudera should receive your request no later than December 20, 2018.
In order for you to receive timely delivery of the documents in advance of the Hortonworks special meeting, Hortonworks should receive your request no later than December 20, 2018.
For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.

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QUESTIONS AND ANSWERS ABOUT THE MERGER
General Questions and Answers
The following questions and answers briefly address some commonly asked questions about the Cloudera special meeting, the Hortonworks special meeting and the merger. These questions and answers may not include all the information that is important to stockholders of Cloudera and Hortonworks. Cloudera and Hortonworks urge stockholders to read carefully this entire joint proxy statement/prospectus, including the annexes and the other documents referred to herein. Page references are included in this summary to direct you to more detailed discussions elsewhere in this joint proxy statement/prospectus.
Q:    Why am I receiving this joint proxy statement/prospectus?
A:
Cloudera and Hortonworks have agreed to combine their businesses in accordance with terms of a merger agreement that is described in this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
In order to complete the merger, among other things, Cloudera stockholders must approve the issuance of shares of Cloudera common stock in connection with the merger, and Hortonworks stockholders must adopt the merger agreement and approve the transactions contemplated by the merger agreement. Cloudera will hold a special meeting of its stockholders and Hortonworks will hold a special meeting of its stockholders to obtain these approvals. This joint proxy statement/prospectus contains important information about the merger and the stockholder meetings of each of Cloudera and Hortonworks, and you should read it carefully. For Cloudera stockholders, the enclosed voting materials for the Cloudera special meeting allow Cloudera stockholders to vote shares of Cloudera common stock without attending the Cloudera special meeting. For Hortonworks stockholders, the enclosed voting materials for the Hortonworks special meeting allow Hortonworks stockholders to vote shares of Hortonworks common stock without attending the Hortonworks special meeting.
Stockholder votes are important. Cloudera and Hortonworks encourage stockholders of each company to vote as soon as possible. For more specific information on how to vote, please see the questions and answers for each of the Cloudera stockholders and Hortonworks stockholders below.
Q:    Why are Cloudera and Hortonworks proposing the merger? (see page 65 )
A:
After reviewing strategic alternatives to address the opportunities and challenges facing our companies, the boards of both Cloudera and Hortonworks reached the same conclusion — this merger represents the best strategic alternative for our respective companies.  
Specifically, Cloudera and Hortonworks believe the merger will provide certain strategic and financial benefits, including the following:
complementary business that will enable the combined company to be positioned as the world’s leading next generation data platform provider;
the combined company will have improved ability to expand customer relationships and increase the penetration of new customer accounts;
the combined company will have deep relationships with key partners and more resources to invest in and expand the partner ecosystem;
a shared vision of developing the industry’s first enterprise data cloud, including edge, private, public, hybrid and multi-cloud;
combined research and development resources to enable the combined company to accelerate innovation, meet customer needs more effectively and offer customers a more complete set of offerings, while strengthening the ability of the combined company to continue to develop advanced offerings;
larger sales organization, greater marketing resources and the financial strength of the combined company will lead to improved opportunities for marketing the combined company’s unified platform; and

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the combined company is expected to realize cost synergies per year after completing the merger due to increased operating efficiencies and leveraging economies of scale, which are estimated to be approximately $130 million in calendar year 2021.
Q:    When do Cloudera and Hortonworks expect to complete the merger?
A:
Cloudera and Hortonworks currently expect to complete the merger in the first quarter of 2019. However, neither Cloudera nor Hortonworks can predict the exact timing of the completion of the merger because the merger is subject to governmental and regulatory review processes and other conditions.
Q:    What effects will the proposed merger have on Cloudera and Hortonworks?
A:
Upon completion of the proposed merger, Hortonworks will cease to be a publicly traded company and will be wholly owned by Cloudera, which means that Cloudera will be the only stockholder of Hortonworks. As a result, Hortonworks stockholders will own shares in Cloudera only and will not directly own any shares in Hortonworks, and Cloudera stockholders will continue to own their Cloudera shares. Following completion of the merger, the registration of Hortonworks common stock and its reporting obligations with respect to its common stock under the Securities Exchange Act of 1934 (the “Exchange Act”) will be terminated. In addition, upon completion of the proposed merger, shares of Hortonworks common stock will no longer be quoted on Nasdaq or any other stock exchange or quotation system.
Q:    What happens if the merger is not completed? 
A:
If the merger is not completed for any reason, Hortonworks stockholders will not receive any shares of Cloudera common stock for their shares of Hortonworks common stock pursuant to the merger agreement or otherwise. Instead, Cloudera and Hortonworks will remain separate public companies, and each company expects that its common stock will continue to be registered under the Exchange Act and traded on their applicable exchanges. In specified circumstances, either Cloudera or Hortonworks may be required to pay to the other party a termination fee, as described in “The Merger Agreement—Termination; Fees and Expenses” beginning on page 110 of this joint proxy statement/prospectus.
Q:    How do the Cloudera and Hortonworks boards recommend that I vote? (see pages 68 and 71 )
A:
The Cloudera board unanimously recommends that Cloudera stockholders vote “FOR” the Cloudera Common Stock Issuance Proposal and “FOR” the Cloudera Adjournment Proposal.
The Hortonworks board unanimously recommends that Hortonworks stockholders vote “FOR” the Merger Proposal and “FOR” the Hortonworks Adjournment Proposal.
Q:    Are the Cloudera stockholders or Hortonworks stockholders entitled to appraisal rights?
A:
No. Under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), neither Cloudera stockholders nor Hortonworks stockholders will be entitled to exercise any appraisal rights in connection with the merger or the transactions contemplated by the merger.
Q:    What should I do now?
A:
Please review this joint proxy statement/prospectus carefully and vote as soon as possible. Most Cloudera stockholders and Hortonworks stockholders may vote over the Internet or by telephone. Stockholders may also vote by signing, dating and returning each proxy card and voting instruction card received.
Q:    What should I do if I receive more than one set of voting materials?
A:
Please vote each proxy card and voting instruction card that you receive. You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account will receive a separate voting instruction card for each brokerage account in which shares are held. If shares are held in more than one name, stockholders will receive more than one proxy or voting instruction card. In addition, if you are a stockholder of both Cloudera and Hortonworks, you may receive one or more proxy cards or voting instruction cards for Cloudera and one or more proxy cards or voting instruction cards for Hortonworks. If you are a stockholder of both Cloudera and Hortonworks, please note that a vote for the issuance of shares in connection with the merger for the Cloudera special meeting will not constitute a vote for the proposal to adopt the merger agreement and approve the transactions

3


contemplated by the merger agreement for the Hortonworks special meeting, and vice versa. Therefore, please vote each proxy and voting instruction card you receive, whether from Cloudera or Hortonworks.
Questions and Answers for Cloudera Stockholders
Q:    Why are Cloudera stockholders receiving this joint proxy statement/prospectus?
A:
In order to complete the merger, Cloudera stockholders must approve the issuance of shares of Cloudera common stock in connection with the merger. This joint proxy statement/prospectus contains important information about the proposed merger, the merger agreement and the Cloudera special meeting, which should be read carefully. The enclosed voting materials allow Cloudera stockholders to vote shares without attending the Cloudera special meeting. The vote of Cloudera stockholders is very important. Cloudera stockholders are encouraged to vote as soon as possible.
Q:    When and where is the Cloudera special meeting?
A:
The special meeting of Cloudera stockholders will be held at 10:00 a.m., local time, on December 28, 2018, at Cloudera’s principal executive offices located at 395 Page Mill Road, Palo Alto, California 94306. Check-in will begin at 9:30 a.m., local time. Please allow ample time for the check-in procedures.
Q:    How can I attend the Cloudera special meeting?
A:
Cloudera stockholders as of the close of business on November 26, 2018 and those who hold a valid proxy for the special meeting are entitled to notice of, to attend and to vote at the Cloudera special meeting. Cloudera stockholders should be prepared to present photo identification for admittance. In addition, names of record holders will be verified against the list of record holders at the close of business on the record date prior to being admitted to the meeting. Cloudera stockholders who are not record holders but who hold shares through a broker or nominee (i.e., in “street name”) should provide proof of beneficial ownership at the close of business on the record date, such as a letter from their broker reflecting their stock ownership as of the record date, which is November 26, 2018. If Cloudera stockholders do not provide photo identification or do not comply with the other procedures outlined above upon request, they will not be admitted to the Cloudera special meeting.
Q:    What matters will Cloudera stockholders vote on at the special meeting?
A:
Cloudera stockholders will vote on the Cloudera Common Stock Issuance Proposal and the Cloudera Adjournment Proposal.
Q:    How many votes are needed for the proposals considered by Cloudera stockholders at the Cloudera special meeting?
A:
Assuming a quorum of Cloudera stockholders is present at the Cloudera special meeting, approval of the Cloudera Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by the holders and Cloudera common stock present in person or represented by proxy at the Cloudera special meeting and are voted for or against the matter. Approval of the Cloudera Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Cloudera common stock present in person or represented by proxy at the Cloudera special meeting and are voted for or against the matter.
Q:    What is the quorum requirement for the Cloudera special meeting?
A:
A quorum of Cloudera stockholders will be present at the Cloudera special meeting if holders of at least a majority of all issued and outstanding shares entitled to vote as of the record date, are present in person or represented by proxy, at the Cloudera special meeting.
Your shares will be counted towards such quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank or broker) or if you vote in person at the Cloudera special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the Cloudera special meeting or holders of a majority of the votes present at the Cloudera special meeting may adjourn the Cloudera special meeting to another time or date. If you do not vote, it will be more difficult for Cloudera to obtain the necessary quorum to approve the proposals to be considered by Cloudera stockholders at the Cloudera special meeting.

4


Q:    As a Cloudera stockholder, how can I vote?
A:
Stockholders of record as of the record date may vote in person by attending the Cloudera special meeting or by mail by completing, signing and dating a proxy card or, if you hold your shares in “street name,” a voting instruction form. Proxies and voting instruction forms submitted by mail must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Cloudera special meeting.
Most stockholders can also vote over the Internet or by telephone. The availability of Internet and telephone voting for shares held in “street name” will depend on the voting processes of your broker or other nominee. If Internet and telephone voting are available, Cloudera stockholders can find voting instructions in the materials accompanying this joint proxy statement/prospectus. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on December 27, 2018. Please be aware that Cloudera stockholders who vote by telephone or over the Internet may incur costs such as telephone and Internet access charges for which they will be responsible.
The method by which Cloudera stockholders vote will in no way limit the right to vote at the meeting if you later decide to attend in person. If shares are held in “street name,” Cloudera stockholders must obtain a proxy, executed in their favor, from their broker or other holder of record, to be able to vote at the meeting.
Failure by a Cloudera stockholder to submit a proxy, or instruct a broker or nominee to vote, as the case may be, will have no effect on the Cloudera Common Stock Issuance Proposal or the Cloudera Adjournment Proposal, provided that a quorum is otherwise present.
All shares entitled to vote and represented by properly completed proxies received prior to the Cloudera special meeting and not revoked will be voted at the meeting in accordance with your instructions. If a signed proxy card is returned without indicating how shares should be voted on a matter and the proxy is not revoked, the shares represented by such proxy will be voted as the Cloudera board unanimously recommends and therefore “FOR” the Cloudera Common Stock Issuance Proposal and the Cloudera Adjournment Proposal.
For a more detailed explanation of the voting procedures, please see the section entitled “The Cloudera Special Meeting—Voting Procedures” beginning on page 38 of this joint proxy statement/prospectus.
Q:    As a Cloudera stockholder, what happens if I do not vote?
A:
Failure to vote or give voting instructions to your broker or nominee for the Cloudera special meeting could make it more difficult to meet the voting requirement that the total affirmative votes cast to approve the Cloudera Common Stock Issuance Proposal represent a majority of the outstanding shares of Cloudera common stock entitled to vote on such matter that are present in person or represented by proxy at the Cloudera special meeting and are voted for or against the matter. Therefore, Cloudera urges Cloudera stockholders to vote.
Q:    As a Cloudera stockholder, may I change my vote after I have submitted a proxy card or voting instruction card?
A:
Yes. Cloudera stockholders may revoke a previously granted proxy or voting instruction at any time prior to the closing of the polls at the special meeting by:
filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using the telephone or internet before the cutoff time (your latest telephone or internet proxy is the one that will be counted);
filing an instrument in writing revoking the proxy, or
attending the Cloudera special meeting and voting in person, as described in the section entitled “—The Cloudera Special Meeting” beginning on page 37 of this joint proxy statement/prospectus.
If your shares are held by a bank or broker, you may change your vote by submitting new voting instructions to your bank, broker, trustee or agent, or, if you have obtained a legal proxy from your bank or broker giving you the right to vote your shares, by attending the Cloudera special meeting and voting in person.
Only the last submitted proxy or voting instruction card will be considered. Please submit a proxy or voting instruction card for the Cloudera special meeting as soon as possible.

5


Q:    What do Cloudera stockholders need to do now?
A:
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes. In order for Cloudera shares to be represented at the special meeting, Cloudera stockholders can (1) vote through the Internet or by telephone by following the instructions included on their proxy card, (2) indicate on the enclosed proxy card how they would like to vote and return the proxy card in the accompanying pre-addressed postage paid envelope, or (3) attend the Cloudera special meeting in person.
Q:    Who can answer questions?
A:
Cloudera stockholders with questions about the merger or the proposal to be voted on at the Cloudera special meeting or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Bank and Brokers call: (212) 269-5550
All others call toll-free: (800) 283-2170
Email: CLDR@dfking.com
If you need additional copies of this joint proxy statement/prospectus or voting materials, contact D.F. King & Co., Inc. as described above or Cloudera Investor Relations at http://investors.cloudera.com or by telephone at (888) 789-1488.
Questions and Answers for Hortonworks Stockholders
Q:    Why are Hortonworks stockholders receiving this joint proxy statement/prospectus?
A:
In order to complete the merger, Hortonworks stockholders must adopt the merger agreement and approve the transactions contemplated by the merger agreement. This joint proxy statement/prospectus contains important information about the proposed merger, the merger agreement and the Hortonworks special meeting, which should be read carefully. The enclosed voting materials allow Hortonworks stockholders to vote shares without attending the Hortonworks special meeting. The vote of Hortonworks stockholders is very important. Hortonworks stockholders are encouraged to vote as soon as possible.
Q:    What will Hortonworks stockholders receive in the merger?
A:
If the proposed merger is completed, at the effective time of the merger, Hortonworks stockholders will be entitled to receive 1.305 shares of Cloudera common stock for each share of Hortonworks common stock that they own. Cloudera will not issue any fractional shares of common stock in connection with the merger. Instead, each Hortonworks stockholder who would otherwise be entitled to receive a fraction of a share of Cloudera common stock will receive (after aggregating all fractional shares of Cloudera common stock that otherwise would be received by such Hortonworks stockholder) an amount of cash (rounded down to the nearest whole cent), without interest, equal to the amount obtained by multiplying such fraction of a share by the average of the closing sale prices for one share of Cloudera common stock as quoted on NYSE for the ten consecutive trading days ending on the second trading day immediately preceding the closing of the merger. Immediately following the effective time of the merger, Cloudera stockholders and Hortonworks stockholders are expected to own approximately 60% and 40%, respectively, of shares of Cloudera common stock, calculated based on their respective fully diluted market capitalizations as of the signing of the Merger Agreement.
Q:    What if I have Hortonworks stock options?
A:
Subject to the terms and conditions of the Merger Agreement, each outstanding option to purchase shares of Hortonworks common stock, whether or not vested or exercisable, will be converted into an option to purchase shares of Cloudera common stock, on the same terms and conditions as were applicable to such Hortonworks stock option prior to the effective time of the merger, except that the number of shares for which such option is or may become exercisable (rounded down to the nearest whole shares of Cloudera common stock) and the exercise price of the option will be adjusted to reflect the exchange ratio (which price per share will be rounded up to the nearest whole cent).
However, if an option to purchase Hortonworks common stock is subject to laws outside of the United States and Cloudera determines that such option cannot be assumed, Cloudera may require that such options (i) be accelerated and

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exercised through a broker-facilitated cashless transaction, (ii) cancelled in exchange for a right to receive an amount in cash equal to ( a ) the average of the closing sale prices for one share of Cloudera common stock as quoted on NYSE for the ten consecutive trading days ending on the second trading day immediately preceding the closing of the merger over (b) the applicable exercise price of such option, or (iii) treated in another manner consistent with applicable laws and agreed to by Cloudera and Hortonworks.
Q:    What if I have Hortonworks restricted stock units?
A:
Subject to the terms and conditions of the Merger Agreement, each outstanding Hortonworks restricted stock unit award will be converted into an award to receive shares of Cloudera common stock on the same terms and conditions that were applicable to such Hortonworks restricted stock unit award prior to the effective time of the merger, except that the number of shares subject to the award will be adjusted to reflect the exchange ratio (rounded down to the nearest whole share of Cloudera common stock).
However, if restricted stock units to acquire Hortonworks common stock is subject to laws outside of the United States and Cloudera determines that such restricted stock units cannot be assumed under applicable laws, such restricted stock units may be treated in another manner consistent with applicable laws and agreed to by Cloudera and Hortonworks.
Q:    What if I have Hortonworks performance stock units?
A:
Prior to the effective time of the merger, Hortonworks will ensure that all performance stock units will entitle the holder thereof to receive, immediately prior to the effective time of the merger and subject to the occurrence of the closing, the number of shares of Hortonworks common stock that is earned thereunder (determined based on the greater of target performance or actual performance, measured through the effective time of the merger).
Q:    What are the material United States federal income tax consequences of the merger to Hortonworks stockholders?
A:
The merger is intended to be a tax-free reorganization for United States federal income tax purposes, and the closing of the merger is conditioned on the receipt of an opinion by each of Cloudera and Hortonworks from its outside counsel to the effect that the merger will qualify as a tax-free reorganization. If the merger qualifies as a reorganization, Hortonworks stockholders generally will not recognize any gain or loss, for federal income tax purposes, with respect to the shares of Cloudera common stock they receive in the merger, except in respect of cash in lieu of a fractional share of Cloudera common stock. Hortonworks’ stockholders are urged to read the discussion in the section entitled “ Material United States Federal Income Tax Consequences of the Merger ” beginning on page 50 of this joint proxy statement/prospectus and to consult their tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of other federal, state, local and non-U.S. tax law.
Q:    When and where is the Hortonworks special meeting?
A:
The special meeting of Hortonworks stockholders will be held at 10:00 a.m., local time, on December 28, 2018 at 5470 Great America Parkway, Santa Clara, California . Check-in will begin at 9:30 a.m., local time. Please allow ample time for the check-in procedures.
Q:    How can I attend the Hortonworks special meeting?
A:
Hortonworks stockholders as of the close of business on November 26, 2018 and those who hold a valid proxy for the special meeting are entitled to notice of, to attend and to vote at the Hortonworks special meeting. Hortonworks stockholders should be prepared to present photo identification for admittance. In addition, names of record holders will be verified against the list of record holders at the close of business on the record date prior to being admitted to the meeting. Hortonworks stockholders who are not record holders but who hold shares through a broker or nominee (i.e., in “street name”) should provide proof of beneficial ownership at the close of business on the record date, such as a letter from their broker reflecting their stock ownership as of the record date, which is November 26, 2018. If Hortonworks stockholders do not provide photo identification or comply with the other procedures outlined above upon request, they will not be admitted to the Hortonworks special meeting.
Q:    What matters will Hortonworks stockholders vote on at the special meeting?
A:
Hortonworks stockholders will vote on the Merger Proposal and the Hortonworks Adjournment Proposal.

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Q:    How many votes are needed for the proposals considered by Hortonworks stockholders at the Hortonworks special meeting?
A:
Approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the shares of Hortonworks common stock outstanding at the close of business on the record date. Approval of the Hortonworks Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of Hortonworks common stock present in person or represented by proxy at the Hortonworks special meeting and entitled to vote on the proposal.
Q:    What is the quorum requirement for the Hortonworks special meeting?
A:
A quorum of Hortonworks stockholders will be present at the Hortonworks special meeting if holders of at least a majority of all issued and outstanding shares entitled to vote as of the record date, present in person or represented by proxy at the Hortonworks special meeting. Your shares will be counted towards such quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank or broker) or if you vote in person at the Hortonworks special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the Hortonworks board or holders of a majority of the votes present at the Hortonworks special meeting may adjourn the Hortonworks special meeting to another time or date. If you do not vote, it will be more difficult for Hortonworks to obtain the necessary quorum to approve the proposals to be considered by Hortonworks stockholders at the Hortonworks special meeting.
Q:    As a Hortonworks stockholder, how can I vote?
A:
Stockholders of record as of the record date may vote in person by attending the Hortonworks special meeting or by mail by completing, signing and dating a proxy card or, if you hold your shares in “street name,” a voting instruction form. Proxies and voting instruction forms submitted by mail must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Hortonworks special meeting.
Most stockholders can also vote over the Internet or by telephone. The availability of Internet and telephone voting for shares held in “street name” will depend on the voting processes of your broker or other nominee. If Internet and telephone voting are available, Hortonworks stockholders can find voting instructions in the materials accompanying this joint proxy statement/prospectus. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on December 27, 2018. Please be aware that Hortonworks stockholders who vote by telephone or over the Internet may incur costs such as telephone and Internet access charges for which they will be responsible.
The method by which Hortonworks stockholders vote will in no way limit the right to vote at the meeting if you later decide to attend in person. If shares are held in “street name,” Hortonworks stockholders must obtain a proxy, executed in their favor, from their broker or other holder of record, to be able to vote at the meeting.
Failure by a Hortonworks stockholder to submit a proxy, or instruct a broker or nominee to vote, as the case may be, will have the effect of a vote against the Merger Proposal, but it will have no effect on the Hortonworks Adjournment Proposal, assuming a quorum is present.
All shares entitled to vote and represented by properly completed proxies received prior to the Hortonworks special meeting and not revoked will be voted at the meeting in accordance with your instructions. If a signed proxy card is returned without indicating how shares should be voted on a matter and the proxy is not revoked, the shares represented by such proxy will be voted as the Hortonworks board unanimously recommends and therefore “FOR” the Merger Proposal and the Hortonworks Adjournment Proposal.
For a more detailed explanation of the voting procedures, please see the section entitled “ The Hortonworks Special Meeting—Voting Procedures ” beginning on page 44 of this joint proxy statement/prospectus.
Q:    As a Hortonworks stockholder, what happens if I do not vote?
A:
Failure to vote or give voting instructions to your broker or nominee for the Hortonworks special meeting could make it more difficult to meet the voting requirement that the total affirmative votes cast on the Merger Proposal represent a majority of the outstanding shares of Hortonworks common stock entitled to vote thereon. Therefore, Hortonworks urges Hortonworks stockholders to vote.

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Q:    As a Hortonworks stockholder, may I change my vote after I have submitted a proxy card or voting instruction card?
A:
Yes. Hortonworks stockholders may revoke a previously granted proxy or voting instruction at any time prior to the closing of the polls at the special meeting by:
filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using the telephone or internet before the cutoff time (your latest telephone or internet proxy is the one that will be counted);
filing an instrument in writing revoking the proxy, or
attending the Hortonworks special meeting and voting in person, as described in the section entitled “ The Hortonworks Special Meeting ” beginning on page 43 of this joint proxy statement/prospectus.
If your shares are held by a bank or broker, you may change your vote by submitting new voting instructions to your bank, broker, trustee or agent, or, if you have obtained a legal proxy from your bank or broker giving you the right to vote your shares, by attending the Hortonworks special meeting and voting in person.
Only the last submitted proxy or voting instruction card will be considered. Please submit a proxy or voting instruction card for the Hortonworks special meeting as soon as possible.
Q:    Should Hortonworks stock certificates be sent in now?
A:
No. If the merger is completed, Hortonworks stockholders will receive written instructions for sending in any stock certificates they may have.
Q:    What do Hortonworks stockholders need to do now?
A:
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes. In order for Hortonworks shares to be represented at the special meeting, Hortonworks stockholders can (1) vote through the Internet or by telephone by following the instructions included on their proxy card, (2) indicate on the enclosed proxy card how they would like to vote and return the proxy card in the accompanying pre-addressed postage paid envelope, or (3) attend the Hortonworks special meeting in person.
Q:    Who can answer questions?
A:
Hortonworks stockholders with questions about the merger or the other matters to be voted on at the Hortonworks special meeting or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
MACKENZIELOGOA01.JPG
1407 Broadway, 27th Floor
New York, New York 10018
Call Collect: (212) 929-5500
or
Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
If you need additional copies of this joint proxy statement/prospectus or voting materials, contact MacKenzie Partners, Inc. as described above or Hortonworks Investor Relations at investor@hortonworks.com or by telephone at (408) 884-9861.


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SUMMARY
The following is a summary of the information contained in this joint proxy statement/prospectus relating to the merger. This summary may not contain all of the information about the merger that is important to you. For a more complete description of the merger, Cloudera and Hortonworks encourage you to read carefully this entire joint proxy statement/prospectus, including the attached annexes. In addition, Cloudera and Hortonworks encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about Cloudera and Hortonworks. Stockholders of Cloudera and Hortonworks may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.
Cloudera and Hortonworks have agreed to combine their businesses pursuant to the terms of a merger agreement between the companies as described in this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. Under the terms of the merger agreement, Surf Merger Corporation, a direct, wholly owned subsidiary of Cloudera, will merge with and into Hortonworks and Hortonworks will survive and become a wholly owned subsidiary of Cloudera. As a result of the transactions contemplated by the merger agreement, former holders of Hortonworks common stock will own shares of Cloudera common stock. Cloudera stockholders will continue to own their existing shares of Cloudera common stock after the completion of the merger.
Treatment of Hortonworks Securities
Upon completion of the merger, each share of Hortonworks common stock outstanding immediately prior to the effective time of the merger will be canceled and extinguished and automatically converted into the right to receive 1.305 shares of Cloudera common stock, and the cash payable in lieu of any fractional shares as described in the section entitled “ The Merger Agreement Treatment of Securities Fractional Shares ” beginning on page 96 of this joint proxy statement/prospectus. Upon completion of the merger, unless prohibited by local laws of a particular foreign country, Cloudera also will assume outstanding options to purchase Hortonworks common stock and Hortonworks restricted stock units.
Information about the Companies
Cloudera, Inc. (see page 35 )
Cloudera empowers organizations to become data‑driven enterprises. Cloudera has developed the modern platform for machine learning and analytics, optimized for the cloud. Cloudera collaborates extensively with the global open source community, continuously innovates in data management technologies and leverages the latest advances in infrastructure including the public cloud for “big data” applications. Cloudera’s pioneering hybrid open source software model incorporates the best of open source with its robust proprietary software to form an enterprise‑grade platform. This platform delivers an integrated suite of capabilities for data management, machine learning and advanced analytics, affording customers an agile, scalable and cost‑effective solution for transforming their businesses. Cloudera’s platform enables organizations to use vast amounts of data from a variety of sources, including the Internet of Things, to better serve and market to their customers, design connected products and services and reduce risk through greater insight from data. Cloudera’s principal executive offices are located at 395 Page Mill Road, Palo Alto, California 94306. Cloudera’s telephone number is (650) 362-0488.
Hortonworks, Inc. (see page 35 )
Hortonworks is a recognized leader in open-source global data management solutions so that customers can deploy modern data architectures and realize the full value of their data. Hortonworks’ enterprise-ready solutions enable organizations to govern, secure and manage data of any kind, wherever it is located, and turn it into actionable intelligence that will help them transform their businesses. Hortonworks’ platforms allow enterprises to manage their data on a global scale, whether it is data-in-motion or data-at-rest. Hortonworks has the expertise, experience and proven solutions to power modern data applications, including streaming analytics, data science, artificial intelligence and more. Hortonworks’s principal executive offices are located at 5470 Great America Parkway, Santa Clara, California 95054. Hortonworks’ telephone number is (408) 675-0983 .
Surf Merger Corporation (see page 36 )
Surf Merger Corporation, a newly-formed, wholly owned subsidiary of Cloudera, is a Delaware corporation formed on October 2, 2018 for the sole purpose of effecting the merger.

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Market Price of Cloudera and Hortonworks Common Stock
Cloudera common stock trades on NYSE under the symbol “CLDR.” Hortonworks common stock trades on Nasdaq under the symbol “HDP.”
The high and low prices per share of Cloudera common stock on October 2, 2018, the last full trading day preceding public announcement that Cloudera and Hortonworks had entered into the merger agreement, were $17.20 and $16.69. The high and low prices per share of Hortonworks common stock on October 2, 2018, the last full trading day preceding public announcement that Cloudera and Hortonworks had entered into the merger agreement, were $22.24 and $21.32.
The high and low prices per share of Cloudera common stock on November 26, 2018, the last full trading day for which high and low sales prices were available as of the date of this joint proxy statement/prospectus were $11.93 and $11.44. The high and low prices per share of Hortonworks common stock on November 26, 2018, the last full trading day for which high and low sales prices were available as of the date of this joint proxy statement/prospectus, were $15.56 and $14.75.
The Special Meeting of Cloudera Stockholders
Date, Time and Place of the Cloudera Special Meeting
The Cloudera special meeting is scheduled to be held at Cloudera’s principal executive offices located at 395 Page Mill Road, Palo Alto, California 94306, on December 28, 2018, at 10:00 a.m., local time.
Purpose (see page 37 )
At the Cloudera special meeting, Cloudera stockholders will be asked to approve the Cloudera Common Stock Issuance Proposal and the Cloudera Adjournment Proposal.
The Cloudera board unanimously recommends a vote “FOR” the Cloudera Common Stock Issuance Proposal and “FOR” the Cloudera Adjournment Proposal.
Who Can Vote at the Cloudera Special Meeting
Only Cloudera stockholders of record at the close of business on November 26, 2018, the record date for the Cloudera special meeting, will be entitled to notice of, and to vote at, the Cloudera special meeting. As of the record date, there were 153,516,784 shares of Cloudera common stock issued and outstanding, par value $0.00005 per share. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.
As of the close of business on the record date, approximately 19% of the outstanding shares of Cloudera common stock were held by Cloudera’s directors and executive officers and their affiliates, including Intel Corporation. In accordance with the support agreements described below, it is expected that Cloudera’s directors and executive officers will vote their shares in favor of the proposals described above.
Voting Procedures
Cloudera stockholders can vote shares by mail by completing, signing and dating each proxy card received and returning it in the prepaid envelope, by telephone or online by following the instructions provided in the proxy card or in person at the special meeting. If you vote by mail, your proxy card must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Cloudera special meeting. Online and telephone voting are available 24 hours a day, and votes submitted by telephone or online must be received by 11:59 p.m. Eastern Time on December 27, 2018. If you are the beneficial owner of shares held in “street name,” you should have received the notice and voting instructions from the bank or broker holding your shares.
The Special Meeting of Hortonworks Stockholders
Date, Time and Place of Hortonworks Special Meeting
The Hortonworks special meeting is scheduled to be held at Hortonworks’ principal executive offices located at 5470 Great America Parkway, Santa Clara, California 95054, on December 28, 2018, at 10:00 a.m., local time.

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Purpose (see page 43 )
At the Hortonworks special meeting, Hortonworks stockholders will be asked to approve the Merger Proposal and the Hortonworks Adjournment Proposal.
The Hortonworks board unanimously recommends a vote “FOR” the Merger Proposal and “FOR” the Hortonworks Adjournment Proposal.
Who Can Vote at the Hortonworks Special Meeting
Only Hortonworks stockholders of record at the close of business on November 26, 2018, the record date for the Hortonworks special meeting, and other persons holding valid proxies for the special meeting will be entitled to attend the Hortonworks special meeting. As of the record date, there were 84,237,493 shares of Hortonworks common stock issued and outstanding, par value $0.0001 per share. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.
As of the close of business on the record date, approximately 12% of the outstanding shares of Hortonworks common stock were held by Hortonworks’ directors and executive officers and their affiliates, including Benchmark Capital Partners. In accordance with the support agreements described below, we expect that Hortonworks’ directors and executive officers will vote their shares in favor of the proposals described above.
Voting Procedures
Record holders of shares of Hortonworks common stock may submit proxies by completing, signing and dating their proxy cards for the Hortonworks special meeting and mailing them in the accompanying preaddressed envelopes. Hortonworks stockholders who hold shares in “street name” may vote by mail by completing, signing and dating the voting instruction cards for the Hortonworks special meeting provided by their brokers or nominees and mailing them in the accompanying pre-addressed envelopes. Proxies and voting instruction forms submitted by mail must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Hortonworks special meeting. Hortonworks stockholders may also submit proxies over the Internet at the web address shown on the proxy card or by calling the telephone number shown on the proxy card. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on December 27, 2018. The availability of Internet and telephone voting for shares held in “street name” will depend on the voting processes of your broker or other nominee.
The Merger 
Recommendation of the Cloudera Board (see page 68 )
After careful consideration, at a meeting of the Cloudera board held on October 3, 2018, the Cloudera board unanimously determined that the merger agreement and the consummation of the transactions contemplated by the merger agreement are advisable and in the best interests of the Cloudera stockholders, and has unanimously approved the merger agreement, and the board of directors of Cloudera has unanimously determined that the issuance of shares of Cloudera common stock in the merger is advisable and in the best interests of the Cloudera stockholders and approved the issuance of shares of Cloudera common stock in the merger.
The Cloudera board unanimously recommends that Cloudera stockholders vote “FOR” the Cloudera Common Stock Issuance Proposal and “FOR” the Cloudera Adjournment Proposal.
Opinion of Cloudera’s Financial Advisor (see page 74 and Annex B)
Cloudera retained Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, to act as financial advisor to the Cloudera board in connection with the merger. The Cloudera board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, reputation and knowledge of its business and affairs and the industry in which it operates. At the meeting of the Cloudera board on October 3, 2018, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to Cloudera.
The full text of the written opinion of Morgan Stanley, dated October 3, 2018, is attached to this joint proxy statement/prospectus as Annex B and is incorporated into this joint proxy statement/prospectus by reference. The opinion sets forth,

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among other things, the assumptions made, procedures followed, matters considered, and limitations and qualifications of the review undertaken by Morgan Stanley in rendering its opinion. You should read the opinion carefully in its entirety. Morgan Stanley’s opinion was provided to the Cloudera board, in its capacity as such, and addressed only, as of the date of the opinion, the fairness from a financial point of view, of the exchange ratio pursuant to the merger agreement, to Cloudera. It did not address any other aspect of the merger or related transactions, including the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Cloudera common stock or Hortonworks common stock would trade at any time in the future, or any compensation or compensation agreements arising from (or relating to) the merger which benefit any officer, director or employee of any party to the merger, or any class of such persons. The opinion was addressed to, and rendered for the benefit of, the Cloudera board and was not intended to, and does not constitute a recommendation as to how any holder of Hortonworks common stock or Cloudera common stock should vote or act on any matter with respect to the merger or related transactions or any other action with respect to the transactions contemplated by the merger agreement, including the merger. For a further discussion of Morgan Stanley’s opinion, see “ The Merger—Reasons for the Merger—Opinion of Cloudera’s Financial Advisor ” beginning on page 74 of this joint proxy statement/prospectus.
Interests of the Executive Officers of Cloudera (see page 88 )
In considering the recommendation of the Cloudera board to adopt the merger agreement and approve the transactions contemplated by the merger agreement, Cloudera stockholders should be aware that some of the Cloudera executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Cloudera stockholders generally, including, but not limited to, the following:
In connection with the merger, Cloudera will be permitted to amend the severance and change of control arrangements that were in effect as of the date of the merger agreement, without the consent of Hortonworks, in a manner that treats termination of the employee by Cloudera without “cause” or by the employee for “good reason” (or terms of similar import) upon or within 12 months following closing of the merger as an involuntary termination following a change of control of Cloudera.
These interests and arrangements may create potential conflicts of interest. The Cloudera board and the Hortonworks board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the merger agreement and the transactions contemplated by the merger agreement.
Recommendations of the Hortonworks Board (see page 71 )
After careful consideration, at a meeting of the Hortonworks board held on October 3, 2018, the Hortonworks board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of the Hortonworks stockholders and has unanimously approved the merger agreement. The Hortonworks board unanimously recommends that the Hortonworks stockholders vote “FOR” the Merger Proposal and “FOR” the Hortonworks Adjournment Proposal.
Opinion of Hortonworks’ Financial Advisor (see page 83 and Annex C)
Hortonworks retained Qatalyst Partners to act as financial advisor to the Hortonworks board in connection with this transaction and to evaluate whether the exchange ratio to be received pursuant to and in accordance with, the terms of the merger agreement by the holders of shares of Hortonworks common stock (other than Cloudera or any affiliate of Cloudera), is fair, from a financial point of view, to such holders. The Hortonworks board selected Qatalyst Partners to act as Hortonworks’ financial advisor based on Qatalyst Partners’ qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the technology industry, and its knowledge of and familiarity with Hortonworks’ business. Qatalyst Partners has provided its written consent to the reproduction of Qatalyst Partners’ opinion in this joint proxy statement/prospectus. At the meeting of the Hortonworks board on October 3, 2018, Qatalyst Partners rendered its oral opinion, that, as of the date of such opinion, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the exchange ratio to be received pursuant to and in accordance with, the terms of the merger agreement by the holders of shares of Hortonworks common stock (other than Cloudera or any affiliate of Cloudera), is fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated October 3, 2018, to the Hortonworks board following the October 3, 2018 meeting of the Hortonworks board.
The full text of Qatalyst Partners’ written opinion, dated October 3, 2018, to the Hortonworks board, is attached hereto as Annex C and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review

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undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety.
Interests of the Directors and Executive Officers of Hortonworks (see page 88 )
In considering the recommendation of the Hortonworks board to adopt the merger agreement and approve the transactions contemplated by the merger agreement, Hortonworks stockholders should be aware that some of the Hortonworks directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Hortonworks stockholders generally, including, but not limited to, the following:
in connection with the merger, Cloudera will assume outstanding options to purchase shares of Hortonworks common stock and restricted stock units of Hortonworks held by its service providers, including its executive officers;
Hortonworks has entered into employment agreements with certain employees, including its executive officers, entitling them to certain payments in connection with a termination of employment following a change of control of Hortonworks;
Cloudera may enter into severance and change in control agreements with certain Hortonworks executive officers on its standard terms, which agreements will take effect twelve months following the merger, will supersede their existing severance and change in control agreements and entitle them to certain payments in connection with a termination of employment with Cloudera and/or accelerated vesting of their equity awards;
Hortonworks intends to grant annual and initial restricted stock unit awards to its non-employee directors in accordance with its Non-Employee Director Compensation Policy, with the annual equity grants in respect of calendar year 2019 granted at any point prior to the effective time of the merger (even if no annual meeting of stockholders is held in 2019);
non-employee directors of Hortonworks are entitled to vesting acceleration upon a change of control under various equity awards and agreements;
certain executive officers of Hortonworks are entitled to accelerated vesting of their equity awards upon a change of control or upon qualifying terminations following a change in control under various equity awards and agreements;
directors and officers have continuing rights to indemnification and directors’ and officers’ liability insurance; and
under the terms of the merger agreement, four Hortonworks directors will be designated to serve on the board of Cloudera after the effective time of the merger and Martin Cole will serve as Chairman of the board of Cloudera.
These interests and arrangements may create potential conflicts of interest. The Cloudera board and the Hortonworks board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the merger agreement and the transactions contemplated by the merger agreement.
The Merger Agreement
No Solicitation (see page 101 )
Subject to limited exceptions, the merger agreement contains detailed provisions that prohibit Cloudera and Hortonworks from soliciting, initiating or inducing the making, submission or announcement of, or knowingly encouraging or facilitating alternative acquisition proposals with any third party including but not limited to the following:
any acquisition or purchase of a 15% or greater interest in the total outstanding equity interests or voting securities of Cloudera or Hortonworks;
any acquisition or purchase of 50% or more of any class of equity or other voting securities of one or more subsidiaries of Cloudera or Hortonworks, the business(es) of which, individually or in the aggregate, generate 15% or more of the net revenues, net income or assets of Cloudera or Hortonworks and its respective subsidiaries;
any merger, consolidation, business combination or other similar transaction involving Cloudera or Hortonworks or one or more of its respective subsidiaries the business(es) of which, individually or in the aggregate, generate or constitute 15% or more of the net revenues, net income or assets of Cloudera or Hortonworks and its respective

14


subsidiaries, pursuant to which the stockholders of Cloudera or Hortonworks, or such subsidiary or subsidiaries, as applicable, hold less than 85% of the equity interests in the surviving or resulting entity of such transaction; and
subject to certain exceptions, any sale, lease, exchange, transfer, license, acquisition or disposition of assets of Cloudera or Hortonworks that generate or constitute 15% or more of the net revenues, net income or assets of Cloudera or Hortonworks and its respective subsidiaries.
The merger agreement does not, however, prohibit either party from considering a bona fide, unsolicited acquisition proposal from a third party if specified conditions are met.
Cloudera Governance Matters After the Merger
Immediately following the effective time of the merger:
the combined Cloudera board will initially have nine members, comprised of Martin Cole, Kim Hammonds, Thomas Reilly, Rosemary Schooler and Mike Stankey from the current Cloudera board, Robert Bearden, Paul Cormier, Peter Fenton and Kevin Klausmeyer from the current Hortonworks board, with the possibility that one or more directors may be added with the approval of a majority of the collective independent directors on the combined Cloudera board ;
the chairman of the combined Cloudera board will be Mr. Cole;
the mergers & acquisitions committee of the combined Cloudera board will be comprised of Mr. Fenton, who will be the chairman of such committee, Ms. Hammonds and Mr. Cormier;
the nominating and governance committee of the combined Cloudera board will be comprised of Ms. Hammonds, who will be the chairman of such committee, Mr. Cole and Mr. Klausmeyer;
the audit committee of the combined Cloudera board will be comprised of Mr. Klausmeyer, who will be the chairman of such committee, Mr. Fenton and Mr. Stankey;
the compensation committee of the combined Cloudera board will be comprised of Mr. Stankey, who will be the chairman of such committee, Mr. Cole and Mr. Cormier;
the chief executive officer of Cloudera will be Mr. Reilly;
the chief financial officer of Cloudera will be Jim Frankola;
the chief product officer of Cloudera will be Arun Murthy; and
the chief operating officer of Cloudera will be Scott Davidson.
Conditions to Completion of the Merger (see page 108 )
Several conditions must be satisfied or waived before Cloudera and Hortonworks complete the merger, including, but not limited to, the following:
no governmental authority of specified competent jurisdiction will have issued or granted any order (whether temporary, preliminary or permanent) that has the effect of making the merger or any other transactions contemplated by the merger agreement illegal or prohibiting the effective time of the merger or any other transactions contemplated by the merger agreement;
Cloudera’s registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, will have been declared effective by the Securities and Exchange Commission (the “SEC”) and no stop order suspending the effectiveness of such registration statement will have been issued by the SEC and no proceeding for that purpose, and no similar proceeding in respect of the joint proxy statement/prospectus, will have been initiated or threatened in writing by the SEC that has not been withdrawn;
the required approvals of the Cloudera stockholders and Hortonworks stockholders will have been obtained;

15


all waiting periods (including all extensions) applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto will have terminated or expired;
the shares of Cloudera common stock issuable in the merger and upon the exercise of all assumed Hortonworks options, in settlement of all assumed Hortonworks restricted stock units, will have been authorized for listing on NYSE subject to official notice of issuance; and
each of Cloudera and Hortonworks will have received from its respective tax counsel an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the effective time, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In addition, the respective obligations of each of Cloudera and Surf Merger Corporation, on the one hand, and Hortonworks on the other, to effect the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver of the following additional conditions:
the other party will have performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by it at or prior to the effective time of the merger;
certain representations and warranties of the other party relating to organization and qualification, authority, approvals and enforceability, required filings and consents, certificates of incorporation and bylaws and takeover statutes will have been true and correct in all material respects as of the date of the merger agreement, and will be true and correct in all material respects on and as of the date of the effective time of the merger with the same force and effect as if made on and as of that date, except, in each case, for those representations and warranties that address matters only as of a particular date (which representations shall have been true and correct in all material respects as of such date);
certain representations and warranties of the other party relating to its capitalization will have been true and correct as of the date of the merger agreement and will be true and correct on and as of the date of the effective time of the merger with the same force and effect as if made on and as of such date, except, in each case, for any inaccuracies that would not, individually or in the aggregate, reflect an underrepresentation of the number of fully diluted shares of either party, before giving effect to the merger, of more than a quarter of a percent from that reflected in the merger agreement at signing, except, in each case, for those representations and warranties that address matters only as of a particular date (which representations shall have been true and correct as of such date except for any inaccuracies that would not, individually or in the aggregate, reflect an underrepresentation of the number of fully diluted shares of the number of fully diluted shares of either party, before giving effect to the merger, of more than a quarter of a percent from that reflected in the merger agreement at signing;
the representations and warranties of the other party (other than those described above), will have been true and correct as of the date of the merger agreement, and will be true and correct on and as of the date of the effective time of the merger with the same force and effect as if made on and as of such date, except for any failure to be true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect (as further described below), and except for those representations and warranties that address matters only as of a particular date (which will have been true and correct as of that particular date, except for any failure to be true and correct as of such date which has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect) (except that for purposes of determining the accuracy of those representations and warranties all qualifications based on a “material adverse effect” and all materiality qualifications and other qualifications based on the word “material” or similar phrases will be disregarded and any update of or modification to the disclosure letters of each party made or purported to have been made after the date of the merger agreement will be disregarded);
since the date of the merger agreement, there will not have occurred or arisen any material adverse effect with respect to the other party that is continuing; and
each party will have received from the other a certificate, signed for and on behalf of such other party by the chief executive officer and the chief financial officer, certifying the satisfaction of certain closing conditions.

16


Termination; Fees and Expenses (see page 110 )
Under circumstances specified in the merger agreement, either Cloudera or Hortonworks may terminate the merger agreement, including, but not limited to, if:
both parties mutually consent to termination;
the merger is not completed by July 3, 2019, which may be extended to January 3, 2020 by Cloudera or Hortonworks under certain circumstances;
any governmental authority has enacted, promulgated, entered, enforced, deemed, issued or granted any order that is in effect and has the effect of making the merger illegal or which has the permanent effect of prohibiting, preventing or otherwise restraining the merger;
by either Cloudera or Hortonworks if its stockholders or the other party’s stockholders have voted against the Cloudera Common Stock Issuance Proposal or against the Merger Proposal as required by the transactions contemplated by the merger agreement, as applicable ;
the other party or its board takes any of the actions in opposition to the merger described as a “triggering event” in the merger agreement; or
the other party breaches its representations, warranties or covenants in the merger agreement such that one or more of its conditions to completion of the merger regarding representations, warranties or covenants would not be satisfied.
Under the terms of the merger agreement, and under certain circumstances specified in such agreement, (i) Hortonworks may be required to pay a termination fee of $65 million to Cloudera due to termination of the merger agreement; and (ii) Cloudera may be required to pay a fee of $95 million to Hortonworks due to termination of the merger agreement.
Regulatory Approvals Required for the Merger (See Page 114 )
To consummate the merger, Cloudera and Hortonworks must obtain approvals or consents from, or make filings with, the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”). Under the HSR Act, the merger cannot be consummated until, among other things, notifications have been given and certain information has been provided to the FTC and the Antitrust Division of the DOJ and all applicable waiting periods (and any extensions thereof) have expired or been terminated.
Each of Cloudera and Hortonworks filed with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to the merger and related filings on October 18, 2018. On November 19, 2018, the FTC granted early termination of the waiting period under the HSR Act. For further discussion of the regulatory filings and approvals required to complete the merger, see “ The Merger Agreement—R egulatory Filings and Approvals Required to Complete the Merger ” beginning on page  114 of this joint proxy statement/prospectus.
Certain U.S. Federal Income Tax Consequences (See Page 50 )
The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, a U.S. Holder (as defined on page 50 of this joint proxy statement/prospectus) of shares of Hortonworks common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Hortonworks common stock for shares of Cloudera common stock in the merger, except with respect to cash received by Hortonworks stockholders in lieu of fractional shares of Cloudera common stock.
Please review the information set forth in the section entitled “ Material United States Federal Income Tax Consequences of the Merger ” for a more complete description of certain U.S. federal income tax consequences of the merger. Please consult your tax advisors as to the specific tax consequences to you of the merger.
No Appraisal Rights (See Page 138 )
Under the DGCL, neither the holders of shares of Cloudera common stock nor the holders of shares of Hortonworks common stock are entitled to exercise any appraisal rights in connection with the merger or the other transactions contemplated by the merger agreement.

17


Comparison of Rights of Holders of Cloudera Common Stock and Hortonworks Common Stock (See Page 129 )
As a result of the Merger, the holders of shares of Hortonworks common stock will become holders of shares of Cloudera common stock, and their rights will be governed by the DGCL and by the restated certificate of incorporation of Cloudera and Cloudera’s restated bylaws (instead of the amended and restated certificate of incorporation of Hortonworks or Hortonworks’ amended and restated bylaws). Following the merger, former Hortonworks stockholders will have different rights as Cloudera stockholders than they had as Hortonworks stockholders. For additional information on stockholder rights, see “ Description of Cloudera Capital Stock—Comparison of Rights of Holders of Cloudera Common Stock and Hortonworks Common Stock ” beginning on page  129 of this joint proxy statement/prospectus.
Risk Factors (See Page 25 )
In deciding how to vote your shares of Cloudera common stock or shares of Hortonworks’ common stock, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the “ Risk Factors ” section beginning on page 25 of this joint proxy statement/prospectus. See also “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.

18


SELECTED HISTORICAL FINANCIAL DATA OF CLOUDERA
The following table sets forth Cloudera’s selected historical consolidated financial and other data for the periods ended and as of the dates indicated. The consolidated statements of operations for the fiscal years ended January 31, 2018, 2017 and 2016 and the consolidated balance sheet data as of January 31, 2018 and 2017 have been derived from Cloudera’s audited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus. The consolidated statements of operations for the six months ended July 31, 2018 and 2017 and the consolidated balance sheet data as of July 31, 2018 have been derived from Cloudera’s unaudited condensed consolidated financial statements incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of January 31, 2016 and 2015 and the consolidated statement of operations for the fiscal year ended January 31, 2015 have been derived from Cloudera’s audited consolidated financial statements that are not incorporated by reference into this joint proxy statement/prospectus.
The data presented below is not necessarily indicative of future results and should be read in conjunction with the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and the consolidated financial statements and the related notes contained in Cloudera’ most recent Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the six months ended July 31, 2018, incorporated by reference into this joint proxy statement/prospectus. See the section entitled “ Where You Can Find More Information” beginning on page 139 of this joint proxy statement/prospectus.
 
Six Months Ended July 31,
 
Fiscal Year Ended January 31,
 
2018
 
2017
 
2018
 
2017
 
2016
 
2015
 
(in thousands, except per share data)
Consolidated Statement of Operations:
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Subscription
$
179,022

 
$
138,657

 
$
301,022

 
$
200,252

 
$
119,150

 
$
72,615

Services
34,023

 
30,767

 
66,421

 
60,774

 
46,898

 
36,503

Total revenue
213,045

 
169,424

 
367,443

 
261,026

 
166,048

 
109,118

Cost of revenue:
 
 
 
 
 
 
 
 
 
 
 
Subscription
30,768

 
41,687

 
70,902

 
38,704

 
30,865

 
18,314

Services
34,715

 
50,395

 
87,133

 
48,284

 
44,498

 
32,148

Total cost of revenue
65,483

 
92,082

 
158,035

 
86,988


75,363

 
50,462

Gross profit
147,562

 
77,342

 
209,408

 
174,038


90,685

 
58,656

Loss from operations
$
(84,271
)
 
$
(288,025
)
 
$
(390,293
)
 
$
(187,339
)
 
$
(204,637
)
 
$
(136,552
)
Net loss attributable to common shareholders
$
(84,416
)
 
$
(286,548
)
 
$
(385,793
)
 
$
(187,317
)
 
$
(203,143
)
 
$
(178,637
)
Net loss per share, basic and diluted
$
(0.57
)
 
$
(3.28
)
 
$
(3.38
)
 
$
(5.15
)
 
$
(6.21
)
 
$
(6.53
)
Weighted-average shares used in computing net loss per share, basic and diluted
148,115

 
87,293

 
114,141

 
36,406

 
32,724

 
27,348

 
As of July 31,
 
As of January 31,
 
2018
 
2018
 
2017
 
2016
 
2015
 
(in thousands)
Consolidated Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
52,970

 
$
43,247

 
$
74,186

 
$
35,966

 
$
359,814

Marketable securities, current and noncurrent
387,160

 
399,422

 
181,480

 
362,279

 
138,448

Working capital
193,802

 
218,428

 
110,616

 
142,717

 
387,096

Total assets
642,998

 
689,158

 
442,544

 
512,887

 
575,239

Deferred revenue, current and noncurrent
284,279

 
292,011

 
217,424

 
158,175

 
116,089

Redeemable convertible preferred stock

 

 
657,687

 
657,687

 
657,687

Stockholders’ equity (deficit)
291,274

 
322,977

 
(483,756
)
 
(343,509
)
 
(222,640
)

19


SELECTED HISTORICAL FINANCIAL DATA OF HORTONWORKS 
The following table sets forth Hortonworks’ selected historical consolidated financial and other data for the periods ended and as of the dates indicated.  The consolidated statements of operations data for the fiscal years ended December 31, 2017, 2016 and 2015 and the consolidated balance sheets data as of December 31, 2017 and 2016 have been derived from Hortonworks’ audited consolidated financial statements and related notes that are incorporated by reference into this joint proxy statement/prospectus from Hortonworks’ Annual Report on Form 10-K for the year ended December 31, 2017.  The consolidated statements of operations for the six months ended June 30, 2018 and 2017 and the consolidated balance sheet data as of June 30, 2018 have been derived from Hortonworks’ unaudited condensed consolidated financial statements and related notes that are incorporated by reference into this joint proxy statement/prospectus from Hortonworks’ Quarterly Report on Form 10-Q for the period ended June 30, 2018. The selected historical consolidated financial data of Hortonworks as of June 30, 2017 have been derived from Hortonworks’ unaudited consolidated financial statements and related notes from Hortonworks’ Quarterly Report on Form 10-Q for the period ended June 30, 2017, which is not incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of December 31, 2015, 2014 and 2013 and the consolidated statement of operations for the fiscal year ended December 31, 2014, eight months ended December 31, 2013 and fiscal year ended April 30, 2013 have been derived from Hortonworks’ audited consolidated financial statements that are not incorporated by reference into this joint proxy statement/prospectus. Hortonworks changed its fiscal year end from April 30 to December 31, commencing with its fiscal year ended December 31, 2013.
The data presented below is only a summary and it is not necessarily indicative of future results, nor does it include the effects of the merger. Interim results for the six months ended and as of June 30, 2018 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ended December 31, 2018. The selected historical consolidated financial statement data provided below is only a summary, and you should read it in conjunction with the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and the consolidated financial statements of Hortonworks and the related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2017, the unaudited consolidated financial statements and related notes contained in the Quarterly Report on Form 10-Q for the period ended June 30, 2018, and the other information that Hortonworks has previously filed with the SEC and which is incorporated into this joint proxy statement/prospectus by reference. See the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.
 
Six Months Ended June 30,
 
Fiscal Year Ended December 31,
 
Eight Months Ended December 31,
 
Fiscal Year Ended
April 30,
 
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
 
2013
 
 
 
 
 
(in thousands, except share and per share amounts)
Condensed Consolidated Statements of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total support subscription and professional services revenue
$
165,404

 
$
117,803

 
$
261,810

 
$
184,461

 
$
121,944

 
$
46,048

 
$
17,865

 
$
10,998

Total cost of revenue
46,177

 
38,322

 
81,095

 
72,170

 
55,171

 
80,879

 
13,710

 
10,933

Total operating expenses
202,069

 
188,349

 
379,564

 
363,467

 
246,366

 
138,668

 
50,346

 
36,855

Loss from operations
(82,842
)
 
(108,868
)
 
(198,849
)
 
(251,176
)
 
(179,593
)
 
(173,499
)
 
(46,191
)
 
(36,790
)
Other (expense) income, net
616

 
(1,348
)
 
(3,172
)
 
712

 
908

 
(4,977
)
 
23

 
163

Income tax expense (benefit)
1,026

 
695

 
2,486

 
1,224

 
432

 
(1,111
)
 
45

 
11

Net loss
$
(83,252
)
 
$
(110,911
)
 
$
(204,507
)
 
$
(251,688
)
 
$
(179,117
)
 
$
(177,365
)
 
$
(46,213
)
 
$
(36,638
)
Net loss per share of common stock, basic and diluted
$
(1.07
)
 
$
(1.71
)
 
$
(3.08
)
 
$
(4.4
)
 
$
(4.13
)
 
$
(24.16
)
 
$
(18.18
)
 
$
(30.29
)
Weighted-average shares used in computing net loss per share of common stock, basic and diluted
77,830,240

 
64,834,719

 
66,356,474

 
57,203,067

 
43,318,044

 
7,341,465

 
2,541,800

 
1,209,750


20


 
As of June 30
 
As of December 31,
 
As of April 30,
 
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
 
2013
 
 
 
 
 
(in thousands)
Condensed Consolidated Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents and short-term investments
$
81,445

 
$
71,829

 
$
72,512

 
$
85,096

 
$
94,301

 
$
204,465

 
$
38,509

 
$
17,883

Working capital
(5,182
)
 
(35,551
)
 
(39,132
)
 
5,976

 
29,044

 
167,480

 
22,582

 
14,102

Property and equipment, net
13,546

 
18,373

 
16,383

 
19,381

 
15,422

 
11,182

 
1,093

 
1,050

Long-term investments
4,533

 

 

 
4,084

 
2,592

 

 

 
1,011

Total assets
291,377

 
213,311

 
250,733

 
235,836

 
212,019

 
256,039

 
54,443

 
29,279

Capital lease obligations
179

 
544

 
352

 
748

 
348

 
441

 

 

Total deferred revenue
249,094

 
216,239

 
275,170

 
185,390

 
106,779

 
62,923

 
27,928

 
16,730

Total stockholders' (deficit) equity
(3,572
)
 
(43,280
)
 
(65,036
)
 
11,362

 
67,591

 
167,070

 
(90,440
)
 
(46,415
)


21


SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION OF CLOUDERA AND HORTONWORKS
The following selected unaudited pro forma condensed combined financial information, or the selected pro forma financial information, has been prepared to illustrate the effect of the merger.  It should be noted that Cloudera and Hortonworks have different fiscal years. Accordingly, the selected unaudited pro forma condensed combined statement of operations, or the selected pro forma statement of operations information, for the year ended January 31, 2018 has been derived from Cloudera’s historical consolidated statement of operations for the year then ended and Hortonworks’ historical consolidated statement of operations for the fiscal year ended December 31, 2017. The selected pro forma statement of operations information for the six months ended July 31, 2018 has been derived from Cloudera’s historical consolidated statement of operations for the six months then ended and Hortonworks’ historical condensed consolidated statement of operations for the six months ended June 30, 2018. The selected unaudited pro forma condensed combined balance sheet information, or the selected pro forma balance sheet information, has been derived from Cloudera’s and Hortonworks’ historical condensed consolidated balance sheets as of July 31, 2018 and June 30, 2018, respectively. The selected pro forma balance sheet information has been prepared as of July 31, 2018 and gives effect to the consummation of the transaction as if it had occurred on that date. The selected pro forma statement of operations information, which has been prepared for the year ended January 31, 2018 and the six months ended July 31, 2018, gives effect to the consummation of the transaction as if it had occurred on February 1, 2017, the beginning of Cloudera’s 2018 fiscal year.
The selected pro forma financial information is preliminary in nature and for informational purposes only. It does not purport to indicate the results that would actually have been obtained had the merger been completed on the assumed date or for the periods presented, or which may be realized in the future. A final determination of the fair value of Hortonworks’ assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Hortonworks that exist as of the date of closing of the merger and, therefore, cannot be made prior to that date. Additionally, the value of the portion of the merger consideration to be paid in shares of Cloudera common stock will be determined based on the trading price of Cloudera common stock at the time of the closing of the merger. The selected pro forma financial information (i) has been derived from and should be read in conjunction with the section entitled “The Merger—Reasons for the Merger—Certain Financial Projections Utilized in Connection with the Merger” and the related notes beginning on page 71 of this joint proxy statement/prospectus and (ii) should be read in conjunction with the historical consolidated financial statements of Cloudera and Hortonworks incorporated by reference into this joint proxy statement/prospectus.
Selected Pro Forma Statement of Operations Information:
(in thousands, except per share data)
Six Months Ended July 31, 2018
 
Year Ended January 31, 2018
Revenue
$
342,724

 
$
579,643

Gross profit
222,531

 
323,446

Operating loss
(250,085
)
 
(734,360
)
Net loss
(250,640
)
 
(735,518
)
Net loss per share, basic and diluted
$
(1.00
)
 
$
(3.66
)
Selected Pro Forma Balance Sheet Information:
(in thousands)
As of July 31, 2018
Cash and cash equivalents
$
100,604

Total assets
2,233,633

Deferred revenue, current and noncurrent
394,479

Total liabilities
563,340

Total stockholders’ equity
1,670,293



22


COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
Presented below are Cloudera’s and Hortonworks’ historical per share data for the six months ended July 31, 2018 and June 30, 2018, respectively, and the year ended January 31, 2018 and December 31, 2017, respectively, and unaudited pro forma combined per share data for the six months ended July 31, 2018 and the year ended January 31, 2018. This information should be read together with the consolidated financial statements and related notes of Cloudera and Hortonworks that are incorporated by reference into this joint proxy statement/prospectus and with the unaudited pro forma condensed combined financial information included in the section entitled Certain Financial Projections Utilized in Connection with the Merger” beginning on page 71 of this joint proxy statement/prospectus. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.
The historical book value per share is computed by dividing total stockholders’ equity by the number of shares of common stock outstanding at the end of the period. The pro forma loss per share of the combined company is computed by dividing the pro forma loss by the pro forma weighted average number of shares outstanding. The pro forma book value per share of the combined company is computed by dividing total pro forma stockholders’ equity by the pro forma number of shares of common stock outstanding at the end of the period. The Hortonworks unaudited pro forma equivalent per share financial information is computed by multiplying the Cloudera unaudited pro forma combined per share amounts by the exchange ratio (1.305 shares of Cloudera common stock for each share of Hortonworks common stock). Book value per share amounts are not calculated for January 31, 2018 on a pro forma basis as the unaudited pro forma balance sheet has been determined as of July 31, 2018 only.
 
Cloudera Historical
 
Hortonworks Historical
 
Pro Forma Combined
 
Pro Forma Equivalent Hortonworks Share
Net loss per share of common stock for the six months ended July 31, 2018 for Cloudera and the six months ended June 30, 2018 for Hortonworks
$
(0.57
)
 
$
(1.07
)
 
$
(1.00
)
 
$
(1.31
)
Net loss per share of common stock for the fiscal year ended January 31, 2018 for Cloudera and the fiscal year ended December 31, 2017 for Hortonworks
$
(3.38
)
 
$
(3.08
)
 
$
(3.66
)
 
$
(4.78
)
Book value per share of common stock as of July 31, 2018 for Cloudera and as of June 30, 2018 for Hortonworks
$
1.93

 
$
(0.04
)
 
$
7.21

 
$
9.41

Book value per share of common stock as of January 31, 2018 for Cloudera and as of December 31, 2017 for Hortonworks
$
2.22

 
$
(0.90
)
 
n/a
 
n/a
Cash dividends declared per share for the six months ended July 31, 2018 for Cloudera and the six months ended June 30, 2017 for Hortonworks

 

 

 

Cash dividends declared per share for the fiscal year ended January 31, 2018 for Cloudera and fiscal year ended December 31, 2017 for Hortonworks

 

 

 


23


COMPARATIVE PER SHARE MARKET PRICE DATA
Cloudera common stock trades on NYSE under the symbol “CLDR.” Hortonworks common stock trades on Nasdaq under the symbol “HDP.”
The following table shows the high and low sales prices per share of Cloudera common stock and Hortonworks common stock on (1) October 2, 2018, the last full trading day preceding public announcement that Cloudera and Hortonworks had entered into the merger agreement, and (2) November 26, 2018, the last full trading day for which high and low sales prices were available as of the date of this joint proxy statement/prospectus.
The table also includes the equivalent high and low sales prices per share of Hortonworks common stock on those dates. These equivalent high and low sales prices per share reflect the fluctuating value of Cloudera common stock that Hortonworks stockholders would receive in exchange for each share of Hortonworks common stock if the merger were completed on either of these dates, applying the exchange ratio of 1.305 shares of Cloudera common stock for each share of Hortonworks common stock.
 
Cloudera  
Common Stock
 
Hortonworks  
Common Stock
 
Equivalent  
Price per Share
 
High
 
Low
 
High
 
Low
 
High
 
Low
October 2, 2018
$
17.20

 
$
16.69

 
$
22.24

 
$
21.32

 
$
22.45

 
$
21.78

November 26, 2018
$
11.93

 
$
11.44

 
$
15.56

 
$
14.75

 
$
15.57

 
$
14.93

The above table shows only historical comparisons. These comparisons may not provide meaningful information to (i) Cloudera stockholders in determining whether to approve the Cloudera Common Stock Issuance Proposal or (ii) Hortonworks stockholders in determining whether to approve the Merger Proposal. Cloudera and Hortonworks stockholders are urged to obtain current market quotations for Cloudera and Hortonworks common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in considering whether to approve the issuance of shares of Cloudera common stock in the merger in the case of Cloudera stockholders, and whether to adopt the merger agreement and approve the transactions contemplated by the merger agreement in the case of Hortonworks stockholders. See the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.

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RISK FACTORS
In addition to the other information included or incorporated by reference in, and found in the annexes attached to, this joint proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Information” beginning on page 32 of this joint proxy statement/prospectus, Cloudera stockholders should carefully consider the following risks before deciding whether to vote for approval of the issuance of the shares of Cloudera common stock in connection with the merger and Hortonworks stockholders should carefully consider the following risks before deciding whether to vote for adoption of the merger agreement and approval of the transactions contemplated by the merger agreement. In addition, stockholders of Cloudera and Hortonworks should read and consider the risks associated with each of the businesses of Cloudera and Hortonworks because these risks will relate to the combined company. Certain of these risks can be found in Cloudera’s annual report on Form 10-K for the fiscal year ended January 31, 2018, and in Cloudera’s quarterly report on Form 10-Q for the period ended July 31, 2018, each of which is incorporated by reference into this joint proxy statement/prospectus, and in Hortonworks’ annual report on Form 10-K for the fiscal year ended December 31, 2017, and in Hortonworks’ quarterly report on Form 10-Q for the period ended June 30, 2018, each of which is incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 139 of this joint proxy statement/prospectus.
Risk Factors Relating to the Merger
Hortonworks stockholders will receive a fixed ratio of 1.305 shares of Cloudera common stock for each share of Hortonworks common stock regardless of any changes in market value of Hortonworks common stock or Cloudera common stock before the completion of the merger.
At the effective time of the merger, each share of Hortonworks common stock will be converted into the right to receive 1.305 shares of Cloudera common stock. There will be no adjustment to the exchange ratio (except for adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification or other like change with respect to Cloudera common stock or Hortonworks common stock), and the parties do not have a right to terminate the merger agreement based upon changes in the market price of either Cloudera common stock or Hortonworks common stock. Accordingly, the dollar value of Cloudera common stock that Hortonworks stockholders will receive upon completion of the merger will depend upon the market value of Cloudera common stock at the time of completion of the merger, which may be different from, and lower or higher than, the closing price of Cloudera common stock on the last full trading day preceding the public announcement on October 3, 2018, that Cloudera and Hortonworks entered into the merger agreement, the last full trading day prior to the date of this joint proxy statement/prospectus or the last full trading day prior to the date of the stockholder meetings. Moreover, completion of the merger may occur some time after the requisite stockholder approvals have been obtained. The market values of Cloudera common stock and Hortonworks common stock have varied since Cloudera and Hortonworks entered into the merger agreement and will continue to vary in the future due to changes in the business, operations or prospects of Cloudera and Hortonworks, market assessments of the merger, regulatory considerations, market and economic considerations, and other factors both within and beyond the control of Cloudera and Hortonworks.
The issuance of shares of Cloudera common stock to Hortonworks stockholders in the merger will substantially reduce the percentage interests of Cloudera stockholders.
If the merger is completed, Cloudera and Hortonworks expect that (i) approximately 110 million shares of Cloudera common stock would be issued to Hortonworks stockholders (including holders of shares subject to a repurchase option or obligation, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with Hortonworks) and (ii) upon exercise or settlement of assumed equity awards, up to approximately 59 million shares of Cloudera common stock will be issued to holders of assumed options and restricted stock units and performance stock units.
Cloudera stockholders are expected to own approximately 60% of the fully diluted shares of Cloudera common stock and former Hortonworks stockholders are expected to own approximately 40% of the fully diluted shares of Cloudera common stock following the completion of the merger based on each of Cloudera’s and Hortonworks’ fully diluted shares including equity awards (using the treasury method). The issuance of shares of Cloudera common stock to Hortonworks stockholders in the merger and the assumption by Cloudera of Hortonworks options and restricted stock units will cause a significant reduction in the relative percentage interest of current Cloudera stockholders in earnings, voting, liquidation value and book and market value.

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Failure to successfully integrate the businesses of Cloudera and Hortonworks in the expected time-frame may adversely affect the combined company’s future results.
Cloudera and Hortonworks entered into the merger agreement with the expectation that the merger will result in various benefits, including certain cost savings and operational efficiencies or synergies. To realize these anticipated benefits, the businesses of Cloudera and Hortonworks must be successfully integrated. Historically, Cloudera and Hortonworks have been independent companies, and they will continue to be operated as such until the completion of the merger. The integration may be complex and time consuming and may require substantial resources and effort. The management of the combined company may face significant challenges in consolidating the operations of Cloudera and Hortonworks, integrating the two companies’ technologies, procedures, and policies, as well as addressing the different corporate cultures of the two companies. If the companies are not successfully integrated, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected.
Customer uncertainties related to the merger could adversely affect the businesses, revenues and gross margins of Cloudera, Hortonworks and the combined company.
In response to the announcement of the merger or due to ongoing uncertainty about the merger, customers of Cloudera or Hortonworks may delay or defer purchasing decisions or elect to switch to other suppliers. In particular, prospective customers could be reluctant to purchase the products and services of Cloudera, Hortonworks or the combined company due to uncertainty about the direction of the combined company’s offerings and willingness to support existing products. To the extent that the merger creates uncertainty among those persons and organizations contemplating purchases such that customers delay, defer or change purchases in connection with the planned merger, the revenues of Cloudera, Hortonworks or the combined company would be adversely affected. Customer assurances may be made by Cloudera and Hortonworks to address their customers’ uncertainty about the direction of the combined company’s product and related support offerings, which may result in additional obligations of Cloudera, Hortonworks or the combined company. As a result of any of these actions, quarterly revenues and net earnings of Cloudera, Hortonworks or the combined company could be substantially below expectations of market analysts and a decline in the companies’ respective stock prices could result.
Certain directors and executive officers of Cloudera and Hortonworks have interests in the merger that may be different from, or in addition to, the interests of Cloudera stockholders and Hortonworks stockholders.
Executive officers of Cloudera and Hortonworks negotiated the terms of the merger agreement under the direction of the boards of Cloudera and Hortonworks, respectively. The board of Cloudera approved the merger agreement and unanimously recommended that Cloudera stockholders vote in favor of the Cloudera Common Stock Issuance Proposal, and the board of Hortonworks unanimously approved the merger agreement and the transactions contemplated thereby and unanimously recommended that Hortonworks stockholders vote in favor of the Merger Proposal. These directors and executive officers may have interests in the merger that are different from, or in addition to, or may be deemed to conflict with, yours. These interests include the continued employment of certain executive officers of Cloudera and Hortonworks by Cloudera, the continued positions of certain directors of Cloudera and Hortonworks as directors of the combined company and the indemnification of former Cloudera and Hortonworks directors and officers by the combined company. With respect to Hortonworks directors and executive officers, these interests also include the treatment in the merger of employment agreements, change of control and severance agreements, stock options, restricted stock units, performance stock units and other rights held by these directors and executive officers, including the right to vesting acceleration upon or following a change of control under various equity awards and agreements. Cloudera stockholders should be aware of these interests when they consider the Cloudera board’s recommendation that Cloudera stockholders vote in favor of the Cloudera Common Stock Issuance Proposal,and Hortonworks stockholders should be aware of these interests when they consider the Hortonworks board’s recommendation that they vote in favor of the Merger Proposal. For a discussion of the interests of directors and executive officers in the merger, see The Merger Reason for the Merger Interests of the Directors of Cloudera in the Merger ” beginning on page 88 of this joint proxy statement/prospectus, “ The Merger Reason for the Merger Interests of Directors and Executive Officers of Cloudera in the Merger Cloudera Executive Compensation Payable in Connection with the Merger ” beginning on page 88 of this joint proxy statement/prospectus and The Merger—Reason for the Merger—Interests of the Directors and Executive Officers of Hortonworks in the Merger ” beginning on page 88 of this joint proxy statement/prospectus .
Provisions of the merger agreement may deter alternative business combinations and could negatively impact the stock prices of Cloudera and Hortonworks if the merger agreement is terminated in certain circumstances.
In connection with the execution and delivery of the merger agreement, each of Hortonworks and Cloudera agreed to immediately cease all existing activities, discussions or negotiations with any persons previously conducted with respect to

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certain acquisition proposals and acquisition transactions relating to Hortonworks and Cloudera. The merger agreement prohibits Cloudera and Hortonworks from soliciting, initiating, or knowingly encouraging or facilitating certain acquisition proposals with any third party, subject to exceptions set forth in the merger agreement. The merger agreement does not allow either Hortonworks or Cloudera to terminate the merger agreement in the event that it receives an alternative acquisition proposal. The merger agreement also provides for the payment by Cloudera of a termination fee of $95 million if the merger agreement is terminated in certain circumstances (relating to, amongst other things, certain breaches of Cloudera’s no-shop obligations, failure by the Cloudera board to recommend the merger, and failure by Cloudera to bring the merger before a vote to the stockholders) in connection with a competing third party acquisition proposal for Cloudera and for the payment by Hortonworks of a termination fee of $65 million if the merger agreement is terminated in certain circumstances (relating to, amongst other things, certain breaches of Hortonworks’ no-shop obligations, failure by the Hortonworks board to recommend the merger, and failure by Hortonworks to bring the merger before a vote to the stockholders) in connection with a competing third party acquisition proposal for Hortonworks. See the section entitled “ The Merger Agreement—Cloudera and Hortonworks Are Required to Terminate any Existing Discussions with Third Parties and are Prohibited from Soliciting Other Offers ” and “ The Merger Agreement—Termination; Fees and Expenses ” beginning on pages 101 and 110 , respectively, of this joint proxy statement/prospectus. These provisions limit Cloudera’s and Hortonworks’ ability to pursue offers from third parties that could result in greater value to Cloudera stockholders or Hortonworks stockholders, as the case may be. The obligation to pay the termination fee also may discourage a third party from pursuing an acquisition proposal. If the merger is terminated and Cloudera or Hortonworks determine to seek another business combination, neither Cloudera nor Hortonworks can assure its stockholders that they will be able to negotiate a transaction with another company on terms comparable to the terms of the merger, or that they will avoid incurrence of any fees associated with the termination of the merger agreement.
In the event the merger is terminated by Cloudera or Hortonworks in circumstances that obligate either party to pay the termination fee to the other party, including where either party terminates the merger agreement because the other party’s board withdraws its support of the merger, Cloudera’s and/or Hortonworks’ stock prices may decline.
Each of Cloudera and Hortonworks is subject to business uncertainties and contractual restrictions while the proposed transactions are pending, which could adversely affect each party’s business and operations.
Due to ongoing uncertainty about the merger, it is possible that some customers, suppliers and other persons with whom Cloudera or Hortonworks has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Cloudera or Hortonworks, as the case may be, which could negatively affect Cloudera’s or Hortonworks’ respective revenues, as well as the market price of Cloudera’s or Hortonworks’ common stock, regardless of whether the merger is completed.
Under the terms of the merger agreement, each of Cloudera and Hortonworks is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could negatively affect each party’s businesses and operations prior to the completion of the merger.
Cloudera, Hortonworks and, following the completion of the merger, the combined company, must continue to retain, recruit and motivate executives and other key employees, and failure to do so could negatively affect the combined company.
For the merger to be successful, both Cloudera and Hortonworks must continue to retain, recruit and motivate executives and other key employees during the period before the merger is completed. Further, the combined company must be successful at retaining, recruiting and motivating key employees following the completion of the merger in order for the benefits of the transaction to be fully realized. Employees of both Cloudera and Hortonworks may experience uncertainty about their future roles with the combined company until, or even after, strategies with regard to the combined company are announced and executed. The potential distractions related to the merger may adversely affect the ability of Cloudera, Hortonworks and, following completion of the merger, the combined company, to keep executives and other key employees focused on business strategies and goals, to address other important personnel matters and to retain them at all. A failure by Cloudera, Hortonworks or, following the completion of the merger, the combined company, to attract, retain and motivate executives and other key employees during the period prior to or after the completion of the merger could have a negative impact on their respective businesses.

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The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus may not be indicative of what the combined company’s actual financial position or results of operations would have been.
The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is presented solely for illustrative purposes and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. This unaudited pro forma condensed combined financial information reflects adjustments that were developed using preliminary estimates based on available information and various assumptions, and may be revised as additional information becomes available. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.
If the proposed merger is not completed, Cloudera and Hortonworks will have incurred substantial costs that may adversely affect Cloudera’s and Hortonworks’ financial results and operations and the market price of Cloudera and Hortonworks common stock.
If the merger is not completed, the prices of Cloudera common stock and Hortonworks common stock may decline to the extent that the current market prices of Cloudera common stock and Hortonworks common stock reflect a market assumption that the merger will be completed. In addition, Cloudera and Hortonworks have incurred and will incur substantial costs in connection with the proposed merger. These costs are primarily associated with the fees of attorneys, accountants and Cloudera’s and Hortonworks’ financial advisors. In addition, Cloudera and Hortonworks have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses during the pendency of the merger. If the merger is not completed, Cloudera and Hortonworks will have received little or no benefit in respect of such costs incurred. Also, if the merger is not completed under certain circumstances specified in the merger agreement, Cloudera or Hortonworks may be required to pay a termination fee to the other party of $95 million and $65 million, respectively. See the section entitled “ The Merger Agreement—Termination; Fees and Expenses ” beginning on page 110 of this joint proxy statement/prospectus.
Further, if the merger is not completed, Cloudera and Hortonworks may experience negative reactions from the financial markets and Cloudera’s and Hortonworks’ suppliers, customers and employees. Each of these factors may adversely affect the trading price of Cloudera and/or Hortonworks common stock and Cloudera’s and/or Hortonworks’ financial results and operations.
The merger is subject to the receipt of consents and approvals from governmental entities that may impose conditions that could have an adverse effect on Cloudera or Hortonworks or could cause a termination of the merger agreement prior to completion of the merger.
Completion of the merger is conditioned upon the expiration or termination of the applicable waiting period under the HSR Act.
The reviewing governmental authorities may not permit the merger at all or may impose restrictions or conditions on the merger that may seriously harm the combined company if the merger is completed. These conditions could include a complete or partial license, divestiture, spin-off or the holding separate of assets or businesses. Any delay in the completion of the merger could diminish the anticipated benefits of the merger or result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the transaction.
Cloudera and Hortonworks also may agree to restrictions or conditions imposed by governmental authorities in order to obtain regulatory approval, and these restrictions or conditions could harm the combined company’s operations. No additional stockholder approvals are expected to be required for any decision by Cloudera or Hortonworks, after the special meeting of Hortonworks stockholders and the special meeting of Cloudera stockholders, to agree to any terms and conditions necessary to resolve any regulatory objections to the merger.
In addition, during or after the statutory waiting periods, and even after completion of the merger, governmental authorities could seek to block or challenge the merger as they deem necessary or desirable in the public interest. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws of such jurisdiction challenging or seeking to enjoin the merger, before or after it is completed. Cloudera, Hortonworks or the combined company may not prevail, or may incur significant costs, in defending or settling any action under antitrust laws. See “ The Merger Agreement—Conditions to Obligations to Complete the Merger ” beginning on page 108 and “ The Merger Agreement—Regulatory Filings and Approvals Required to Complete the Merger ” beginning on page 114 of this joint proxy statement/prospectus.

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Cloudera stockholders and Hortonworks stockholders will not be entitled to appraisal rights in the merger.
Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) through (c).
Because Cloudera common stock is listed on NYSE, a national securities exchange, and is expected to continue to be so listed on the record date for the Cloudera special meeting, Cloudera stockholders will not be entitled to appraisal rights in the merger with respect to their shares of Cloudera common stock. Similarly, Hortonworks common stock is listed on Nasdaq and is expected to continue to be so listed on the record date for the Hortonworks special meeting. Because holders of Hortonworks common stock will also receive shares of Cloudera common stock in the merger and cash in lieu of fractional shares, holders of Hortonworks common stock will also not be entitled to appraisal rights in the merger with respect to their shares of Hortonworks common stock.
Risk Factors Relating to the Combined Company Following the Completion of the Merger
The merger involves the integration of  Cloudera’s and Hortonworks’ platforms, each of which has operated independently prior to and may continue to operate independently for some time after the closing of the merger, and following the completion of the merger, Cloudera may not be successful at integrating the independent platforms or realizing the anticipated synergies and other expected benefits of the merger.
The merger involves the integration of Cloudera’s and Hortonworks’ platforms, each of which has operated independently prior to, and may continue to operate independently for some time after, the closing of the merger. The combined company expects to benefit from cost synergies due to increased operating efficiencies and leveraging economies of scale.  The combined company expects to achieve such benefits from savings in research and development due to extensive overlap in functionality between the two platforms, and the consolidation and reduction of areas of overlap in operating and other expenses, including consolidation of headquarters and other offices, sales and marketing expenses and the expenses of maintaining two separate public companies.. The combined company will be required to devote significant management attention and resources to the integration of the platforms. The potential difficulties the combined company may encounter in the integration process include, but are not limited to, the following:
the inability to successfully consolidate Cloudera’s and Hortonworks’ operations in a manner that permits the combined company to achieve the cost savings anticipated to result from the merger, which would result in the anticipated benefits of the merger not being realized in the time-frame currently anticipated or at all;
the complexities associated with integrating personnel from the two companies who are familiar with each of the respective platforms, including combining independent employee cultures which could impact morale; 
the complexities of combining two independently operated platforms (and of combining two companies in general with different histories, cultures, geographic footprints and portfolio assets); 
difficulties or delays in redeploying the capital acquired in connection with the merger into the integration of the independently operated platforms; 
potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the merger; and 
performance shortfalls as a result of the diversion of management’s attention caused by completing the merger and integrating the companies’ operations and platforms.
For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in its operations, services, standards, controls, policies and procedures, any of which could adversely affect the combined

29


company’s ability to successfully integrate the independently operated platforms, to achieve the anticipated benefits of the merger, or could otherwise materially and adversely affect its business and financial results.
The market price for shares of the combined company’s common stock may be affected by factors different from those affecting the market price for shares of Cloudera common stock and Hortonworks common stock prior to the completion of the merger.
Although in operating in the market for data management the combined company will generally be subject to the same risks that each of Cloudera and Hortonworks currently face, those risks may affect the results of operations of the combined company differently than they could affect the results of operations of each of Cloudera and Hortonworks as separate companies. Additionally, the results of operations of the combined company may be affected by additional or different factors than those that currently affect the results of operations of Cloudera and Hortonworks, including, but not limited to, complexities associated with managing the larger, more complex, combined business; integrating personnel from the two companies while maintaining focus on providing products and services; and potential performance shortfalls resulting from the diversion of management’s attention caused by integrating the companies’ operations.
For a discussion of the businesses of Cloudera and Hortonworks and of various factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.
The combined company may not be able to adequately protect or enforce its intellectual property rights, which could harm its competitive position.
The combined company’s success and future revenue growth will depend, in part, on its ability to protect its intellectual property. The combined company will primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect its proprietary technologies and processes. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose proprietary technologies and processes, despite efforts by the combined company to protect its proprietary technologies and processes. While the combined company will hold a significant number of patents, there can be no assurances that any additional patents will be issued. Even if new patents are issued, the claims allowed may not be sufficiently broad to protect the combined company’s technology. In addition, any of Cloudera’s or Hortonworks’ existing patents, and any future patents issued to the combined company, may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide the combined company with meaningful protection. Cloudera and Hortonworks may not have, and in the future the combined company may not have, foreign patents or pending applications corresponding to its U.S. patents and applications. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. If the combined company’s patents do not adequately protect its technology, competitors may be able to offer products similar to the combined company’s products. The combined company’s competitors may also be able to develop similar technology independently or design around its patents.
Failure to develop, introduce and sell new products or failure to develop and implement new technologies, could adversely impact the financial results of the combined company.
The market for data management, machine learning and analytics platforms is an intensely competitive, quickly changing environment marked by rapid obsolescence of existing products. Success of the combined company will depend on its ability to develop and introduce new products and improvements. The combined company anticipates challenges from current competitors, which in many cases are more established and enjoy greater resources than the combined company, as well as by new entrants into the industry. If the combined company fails to introduce new product designs or technologies in a timely manner or if customers do not successfully introduce new systems or products incorporating products of the combined company, the business, financial condition and results of operations of the combined company could be materially harmed.
The software and technology industry is prone to intellectual property litigation.
As is typical in the software and technology industry, each of Cloudera and Hortonworks is frequently involved in disputes regarding patent and other intellectual property rights. Each of Cloudera and Hortonworks has in the past received, and the combined company may in the future receive, communications from third parties asserting that certain of its products, processes or technologies infringe upon their patent rights, copyrights, trademark rights or other intellectual property rights, and the combined company may also receive claims of potential infringement if it attempts to license intellectual property to others. Defending these claims may be costly and time consuming, and may divert the attention of management and key

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personnel from other business issues. Claims of intellectual property infringement also might require the combined company to enter into costly royalty or license agreements. The combined company may be unable to obtain royalty or license agreements on acceptable terms. Resolution of whether any of the products or intellectual property of the combined company has infringed on valid rights held by others could adversely affect the results of operations or financial position and may require material changes in production processes and products.
General economic weakness and geopolitical factors may harm the combined company’s operating results and financial condition.
The results of operations of the combined company will be dependent to a large extent upon the global economy. Geopolitical factors such as terrorist activities, armed conflict or global health conditions that adversely affect the global economy may adversely affect the operating results and financial condition of the combined company.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This joint proxy statement/prospectus contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the anticipated timing, completion and effects of the proposed merger between Cloudera and Hortonworks. These statements are based on management’s current expectations and beliefs, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about future financial and operating results; benefits of the transaction to customers, stockholders and employees; potential synergies; the ability of the combined company to drive growth and expand customer and partner relationships; statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings and approvals related to the merger or the closing of the merger; statements regarding future economic conditions or performance; and other statements regarding the proposed transaction. Forward-looking statements may contain words such as “will be,” “will,” “expect,” “anticipate,” “continue,” “project,” “believe,” “plan,” “could,” “estimate,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “pursue,” “should,” “target” or similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

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Operating Factors:
fluctuations in Cloudera’s and Hortonworks’ operating results, which may be influenced by, among other things, changes in software and technology industry conditions;
Cloudera’s and Hortonworks’ inability to accurately predict market needs, or the market’s failure to accept Cloudera’s and Hortonworks’ unified platform, new software and technologies and the products of their respective customers;
customer concentration risks, including the gain or loss of significant customers;
results in pending and future litigation or other proceedings that would subject Cloudera or Hortonworks to significant monetary damages or penalties and/or require Cloudera or Hortonworks to change their business practices, or the costs incurred in connection with those proceedings;
Cloudera’s and Hortonworks’ inability to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses;
the ability to expand Cloudera’s and Hortonworks’ respective customer base, renew subscriptions and expand penetration of existing customers;
the ability to retain key employees and suppliers;
the ability to successfully enter new markets and manage international expansion; and
the impact of global economic conditions, fluctuations in exchange rates, labor relations, competitive actions taken by other software and technology businesses or other competitors, terrorist attacks or natural disasters.
Transaction-Related Factors:
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy the closing conditions;
possibility that the consummation of the proposed transactions is delayed or does not occur, including the failure of the Cloudera stockholders to approve the Cloudera Common Stock Issuance Proposal or the failure of the Hortonworks stockholders to approve the Merger Proposal;
uncertainty as to whether Cloudera and Hortonworks will be able to complete the merger on the terms set forth in the merger agreement;
uncertainty as to whether Cloudera and Hortonworks will be able to complete the merger on the terms set forth in the merger agreement;
taking of governmental action (including the passage of legislation) to block the transactions contemplated by the merger agreement or otherwise adversely affecting Cloudera and Hortonworks;
outcome of any legal proceedings that have been or may be instituted against Cloudera, Hortonworks or others following announcement of the transactions contemplated by the merger agreement;
challenges, disruptions and costs of closing, integrating, restructuring and achieving anticipated synergies, or that such synergies will take longer to realize than expected; and
uncertainty as to the long-term value of Cloudera common stock.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors set forth in this joint proxy statement/prospectus beginning on page 25 of this joint proxy statement/prospectus and the risk factors included in Cloudera’s and Hortonworks’ most recent reports on Form 10-K and Form 10-Q and other documents of Cloudera and Hortonworks on file with the SEC and incorporated by reference herein. Any forward-looking statements made in this joint proxy statement/prospectus are qualified in their entirety by the cautionary statements contained or referred to in this section, and there is no assurance that the actual results or developments anticipated by us will be realized or that, even if substantially realized, they will have the expected consequences to, or effects on, us or our businesses or operations. All

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subsequent written and oral forward-looking statements concerning Cloudera, Hortonworks, the transactions contemplated by the merger agreement or other matters attributable to Cloudera or Hortonworks or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except to the extent required by applicable law, Cloudera and Hortonworks are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise.

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INFORMATION ABOUT THE COMPANIES
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
Cloudera empowers organizations to become data‑driven enterprises. Cloudera has developed the modern platform for machine learning and analytics, optimized for the cloud. Cloudera collaborates extensively with the global open source community, continuously innovates in data management technologies and leverages the latest advances in infrastructure including the public cloud for “big data” applications. Cloudera’s pioneering hybrid open source software model incorporates the best of open source with its robust proprietary software to form an enterprise‑grade platform. This platform delivers an integrated suite of capabilities for data management, machine learning and advanced analytics, affording customers an agile, scalable and cost‑effective solution for transforming their businesses. Cloudera’s platform enables organizations to use vast amounts of data from a variety of sources, including the Internet of Things, to better serve and market to their customers, design connected products and services and reduce risk through greater insight from data.
Cloudera was incorporated in Delaware in 2008. The initial public offering took place in April 2017, at which time Cloudera’s common stock commenced trading on NYSE. Cloudera’s stock is listed on NYSE under the ticker symbol “CLDR.” Cloudera’ principal executive offices are located at 395 Page Mill Road, Palo Alto, California 94306. Cloudera’s telephone number is (650) 362-0488. Cloudera’s home page on the Internet is www.Cloudera.com. The contents of Cloudera’s website are not incorporated into, or otherwise to be regarded as part of, this joint proxy statement/prospectus.
Hortonworks, Inc.
5470 Great America Parkway
Santa Clara, California 95054
(408) 675-0983
Hortonworks, Inc., a Delaware corporation and referred to in this joint proxy statement/prospectus as “Hortonworks,” is a recognized leader in open-source global data management solutions so that customers can deploy modern data architectures and realize the full value of their data. Hortonworks’ enterprise-ready solutions enable organizations to govern, secure and manage data of any kind, wherever it is located, and turn it into actionable intelligence that will help them transform their businesses. Hortonworks’ platforms allow enterprises to manage their data on a global scale, whether it is data-in-motion or data-at-rest. Hortonworks has the expertise, experience and proven solutions to power modern data applications, including streaming analytics, data science, artificial intelligence and more. Hortonworks is headquartered in Silicon Valley in California, with sales personnel and operations in North America, Asia Pacific, Europe and Latin America.
Shares of Hortonworks common stock are traded on Nasdaq under the symbol “HDP.”
Hortonworks is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include the following: (i) an exemption from compliance with the auditor attestation requirement on the effectiveness of Hortonworks’ internal control over financial reporting; (ii) an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; (iii) reduced disclosure about Hortonworks’ executive compensation arrangements; and (iv) exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or stockholder approval of any golden parachute arrangements. Hortonworks will remain an emerging growth company until the earliest to occur of the following: (a) the last day of the fiscal year in which Hortonworks has more than $1.07 billion in annual revenue; (b) the end of the fiscal year in which the market value of Hortonworks’ common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year; (c) the issuance, in any three-year period, by Hortonworks of more than $1.0 billion in non-convertible debt securities; or (d) the last day of the fiscal year ending after the fifth anniversary of Hortonworks’ initial public offering. Hortonworks may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. Hortonworks has chosen to irrevocably “opt out” of the extended transition periods available under the JOBS Act for complying with new or revised accounting standards, but Hortonworks intend to take advantage of certain of the other exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

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Hortonworks was incorporated in Delaware on April 2011. The principal executive offices of Hortonworks are located 5470 Great America Parkway, Santa Clara, California 95054, and Hortonworks’ main telephone number at that location is (408) 675-0983. Hortonworks maintains a website at https://hortonworks.com/. The contents of Hortonworks’ website are not incorporated into, or otherwise to be regarded as part of, this joint proxy statement/prospectus. Additional information about Hortonworks and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “ Where You Can Find More Information ” beginning on page 139 of this joint proxy statement/prospectus.
Surf Merger Corporation
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
Surf Merger Corporation, a newly formed, direct, wholly owned subsidiary of Cloudera, is a Delaware corporation formed on October 2, 2018 for the sole purpose of effecting the merger. At the effective time of the merger, Surf Merger Corporation will merge with and into Hortonworks, the separate corporate existence of Surf Merger Corporation will cease and Hortonworks will survive the merger as a wholly owned subsidiary of Cloudera. Surf Merger Corporation has not conducted and will not conduct any business during any period of its existence, other than those that are incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger.

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THE CLOUDERA SPECIAL MEETING
Date, Time and Place of Cloudera Special Meeting
The Cloudera special meeting is scheduled to be held at Cloudera’s principal executive offices located at 395 Page Mill Road, Palo Alto, California 94306, on December 28, 2018, at 10:00 a.m., local time. On or about November 28, 2018, Cloudera commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Cloudera special meeting.
Purpose of Cloudera Special Meeting
At the Cloudera special meeting, Cloudera stockholders will be asked to consider and vote on:
1.
the Cloudera Common Stock Issuance Proposal; and
2.
the Cloudera Adjournment Proposal.
Recommendation of the Cloudera Board
The Cloudera board unanimously determined that the merger agreement and the other transactions contemplated thereby are advisable and in the best interests of the Cloudera stockholders, including the issuance of shares of Cloudera common stock in connection with the merger.
The Cloudera board has unanimously recommends that Cloudera stockholders vote “FOR” the Cloudera Common Stock Issuance Proposal and “FOR” the Cloudera Adjournment Proposal.
Consummation of the merger is conditioned on approval of the Cloudera Common Stock Issuance Proposal. If you abstain on the Cloudera Common Stock Issuance Proposal, it will have the same effect as a vote “AGAINST” the Cloudera Common Stock Issuance Proposal. If you abstain on the Cloudera Adjournment Proposal, it will have the same effect as a vote “AGAINST” the Cloudera Adjournment Proposal, but consummation of the merger is not conditioned on the approval of the Cloudera Adjournment Proposal.
Who Can Vote at the Cloudera Special Meeting
Only Cloudera stockholders of record at the close of business on November 26, 2018, the record date for the Cloudera special meeting, will be entitled to notice of, and to vote at, the Cloudera special meeting.
As of the record date, there were 153,516,784 shares of Cloudera common stock issued and outstanding, par value $0.00005 per share. Each share of common stock is entitled to one vote on each matter properly brought before the meeting. Shares that are held in Cloudera’s treasury are not considered outstanding or entitled to vote at the Cloudera special meeting.
In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting, and for 10 days prior to the meeting, at 395 Page Mill Road, Palo Alto, California 94306, between the hours of 9:00 a.m. and 4:00 p.m., local time.
Cloudera stockholders will be admitted to the Cloudera special meeting beginning at 9:00 a.m., local time, on December 28, 2018. If you are a stockholder of record, the Inspector of Elections will have your name on a list, and you will be able to gain entry to the special meeting with any form of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you hold stock in a brokerage account or in “street name” and wish to attend the special meeting in person, you will also need to bring a letter from your broker reflecting your stock ownership as of the record date, which is November 26, 2018.
Vote Required for Approval
Quorum
A quorum will be present if at least a majority of the outstanding shares are represented by proxy or by stockholders present and entitled to vote at the special meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank or broker) or if you attend the special meeting in person. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the special

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meeting or holders of a majority of the votes present at the special meeting may adjourn the special meeting to another time or date.
Required Vote
Assuming a quorum of Cloudera stockholders are present at the Cloudera special meeting, approval of the Cloudera Common Stock Issuance Proposal requires the affirmative vote of the majority of shares of Cloudera common stock present in person or represented by proxy at the Cloudera special meeting and are voted for or against the matter. Approval of the Cloudera Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Cloudera common stock present in person or represented by proxy at the Cloudera special meeting and are voted for or against the matter.
Effect of Not Voting and Abstentions
The failure to submit a proxy card or vote in person, by telephone, or through the Internet, will have no effect on the Cloudera Common Stock Issuance Proposal or on the Cloudera Adjournment Proposal, provided that a quorum is otherwise present at the Cloudera special meeting. Cloudera will include abstentions in the calculation of the number of shares considered to be present at the Cloudera special meeting for purposes of determining the presence of a quorum at the Cloudera special meeting. Under NYSE guidance applicable to the proposal for the issuance of shares of Cloudera common stock, abstentions will be considered as votes cast and accordingly will have the same effect as votes “AGAINST” the proposal for the issuance of shares of Cloudera common stock. Abstentions will also be counted as votes cast and accordingly will have the same effect as a vote “AGAINST” the Cloudera Adjournment Proposal. Under the NYSE rules, brokers are not permitted to vote on any of the matters to be considered at the Cloudera special meeting. As a result, any shares held in street name will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee.
Adjournments
If there is no quorum, the chairman of the Cloudera special meeting or holders of a majority of the votes present at the Cloudera special meeting may adjourn the special meeting to another time or date.
Even if a quorum is present, the Cloudera special meeting could be adjourned in order to provide more time to solicit additional proxies in favor of adopting the Cloudera Common Stock Issuance Proposal if sufficient votes are cast in favor of the Cloudera Adjournment Proposal. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the Cloudera special meeting.
Share Ownership of Directors and Executive Officers of Cloudera
At the close of business on the record date for the Cloudera special meeting, directors and executive officers of Cloudera (together with certain of their respective affiliates, including Intel Corporation) beneficially owned and were entitled to vote approximately 19% of the shares of Cloudera common stock outstanding on that date. Simultaneously with the execution and delivery of the merger agreement, each of the directors and executive officers of Cloudera, in their respective capacities as stockholders of Cloudera (together with certain of their respective affiliates, including Intel Corporation), entered into support agreements with Hortonworks pursuant to which such individuals agreed, among other things, to vote their respective shares of Cloudera common stock for the Cloudera Common Stock Issuance Proposal.
Voting Procedures
You can vote your shares by mail by completing, signing and dating each proxy card received and returning it in the prepaid envelope, by telephone or Internet by following the instructions provided in the proxy card or in person at the special meeting. If you vote by mail, your proxy card must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Cloudera special meeting. Online and telephone voting are available 24 hours a day, and votes submitted by telephone or online must be received by 11:59 p.m. Eastern Time on December 27, 2018. Even if you plan to attend the Cloudera special meeting, Cloudera recommends that you also submit your proxy card or voting instructions, or vote by telephone or online by the applicable deadline so that your vote will be counted if you later decide not to attend the Cloudera special meeting. If you are the beneficial owner of shares held in “street name,” you should have received the notice and voting instructions from the bank or broker holding your shares. You should follow the instructions in the notice and voting instructions to instruct your bank or broker on how to vote your shares. The availability of telephone and online voting for shares held in “street name” will depend on the voting process of the bank or broker. Shares held beneficially in “street

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name” may be voted in person at the Cloudera special meeting only if you obtain a legal proxy from the bank or broker in advance of the Cloudera special meeting giving you the right to vote your shares.
The method by which you vote will in no way limit your right to vote at the meeting if you later decide to attend in person. If you are the beneficial owner of your shares, you must obtain a proxy, executed in your favor, from your broker or other holder of record, to be able to vote at the meeting.
You may vote all shares you own as of the close of business on the record date for the Cloudera special meeting, which is November 26, 2018. You may cast one vote per share of common stock for the proposal.
Any Cloudera stockholder who has a question about the proposals or how to vote or revoke a proxy, or who wishes to obtain additional copies of this joint proxy statement/prospectus, should contact:
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
Attn: Investor Relations
Toll Free: (888) 789-1488
If you need additional copies of this joint proxy statement/prospectus or voting materials, you should contact Investor Relations as described above or Cloudera Investor Relations at http://investors.Cloudera.com.
Revoking Proxies or Voting Instructions
If you are a stockholder of record, you have the right to revoke your proxy and change your vote at any time before the Cloudera special meeting by (i) returning a later-dated proxy card or (ii) voting again online or by telephone, as more fully described on your notice or proxy card. You may also revoke your proxy and change your vote by voting in person at the Cloudera special meeting. Attendance at the Cloudera special meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote again at the Cloudera special meeting.
If your shares are held by a bank or broker, you may change your vote by submitting new voting instructions to your bank, broker, trustee or agent, or, if you have obtained a legal proxy from your bank or broker giving you the right to vote your shares, by attending the Cloudera special meeting and voting in person.
Shares Held in “Street Name”
If you own shares of Cloudera common stock through a broker, bank or other nominee and attend the Cloudera special meeting, you should bring a letter from your broker, bank or other nominee reflecting your stock ownership as of the record date for the Cloudera special meeting and to vote in person at the Cloudera special meeting you must obtain a legal proxy from the bank or broker.
Tabulation of Votes
Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”), Cloudera’s mailing agent and tabulation service, will count the votes, and will act as the Inspector of Elections. The procedures to be used by the Inspector of Elections are consistent with Delaware law concerning the voting of shares, determination of a quorum and the vote required to take stockholder action.
How You Can Reduce the Number of Copies of Cloudera’s Proxy Materials You Receive
The SEC has rules that permit Cloudera to deliver a single copy of its proxy statement to stockholders sharing the same address. To reduce the expenses of delivering duplicate proxy materials, Cloudera is taking advantage of the SEC’s “householding” rules that permit Cloudera to deliver only one set of proxy materials to stockholders who share an address, unless otherwise requested by the stockholders.
Cost of Proxy Distribution and Solicitation
The cost of soliciting your vote in connection with this joint proxy statement/prospectus has been, or will be, borne by the party incurring those expenses and is expected to cost approximately $90,500. Cloudera has retained D.F. King & Co., Inc. to assist it in the solicitation of proxies for approximately $12,500, plus reasonable out-of-pocket expenses. Cloudera has also requested that banks, brokers and other custodians, agents and fiduciaries send these proxy materials to the beneficial owners of Cloudera’s common stock they represent and secure their instructions as to the voting of such shares. Cloudera may

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reimburse such banks, brokers and other custodians, agents and fiduciaries representing beneficial owners of Cloudera’s common stock for their expenses in forwarding solicitation materials to such beneficial owners. Certain of Cloudera’s directors, officers or employees may also solicit proxies in person, by telephone, or by electronic communications, but they will not receive any additional compensation for doing so.

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PROPOSAL 1
THE ISSUANCE OF SHARES IN CONNECTION WITH THE MERGER
As discussed elsewhere in this joint proxy statement/prospectus, Cloudera stockholders are considering and voting to approve the issuance of shares of Cloudera common stock in connection with the merger of Surf Merger Corporation with and into Hortonworks as contemplated by the merger agreement. Cloudera stockholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the merger. In particular, Cloudera stockholders are directed to the merger agreement which is attached as Annex A to this joint proxy statement/prospectus.
Pursuant to the merger agreement, approval of the Cloudera Common Stock Issuance Proposal is a condition to the consummation of the merger. If the Cloudera Common Stock Issuance Proposal is not approved, the merger will not be completed.
Approval of the Cloudera Common Stock Issuance Proposal requires that the number of votes cast for this proposal exceeds the number of votes cast against this proposal and abstaining from voting on the proposal from holders of Cloudera common stock represented in person or by proxy and entitled to vote at the Cloudera special meeting, assuming a quorum is present.
The Cloudera board unanimously recommends a vote “FOR” the Cloudera Common Stock Issuance Proposal.

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PROPOSAL 2
POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES, IF NECESSARY OR APPROPRIATE
The Cloudera special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary or appropriate, to obtain additional proxies if there are not sufficient votes to approve the Cloudera Common Stock Issuance Proposal.
Cloudera is asking you to authorize the holder of any proxy solicited by the Cloudera board to vote in favor of any adjournment of the Cloudera special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Cloudera Common Stock Issuance Proposal.
Approval of the Cloudera Adjournment Proposal requires that the number of votes cast for this proposal exceeds the number of votes cast against this proposal and abstaining from voting on the proposal from holders of Cloudera common stock represented in person or by proxy and entitled to vote at the Cloudera special meeting, assuming a quorum is present.
Cloudera does not intend to call a vote on the Cloudera Adjournment Proposal if the Cloudera Common Stock Issuance Proposal considered at the Cloudera special meeting has been approved at the Cloudera special meeting.
The Cloudera board unanimously recommends a vote “FOR” the Cloudera Adjournment Proposal.


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THE HORTONWORKS SPECIAL MEETING
Date, Time and Place of Hortonworks Special Meeting
The Hortonworks special meeting is scheduled to be held at 10:00 a.m., local time, on December 28, 2018 at Hortonworks’ principal executive offices located at 5470 Great America Parkway, Santa Clara, California 95054. On or about November 28, 2018, Hortonworks commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Hortonworks special meeting.
Check-in will begin at 9:30 a.m. and Hortonworks stockholders should allow ample time for the check-in procedures.
Purpose of Hortonworks Special Meeting
At the Hortonworks special meeting, Hortonworks stockholders will be asked to consider and vote on:
1.
the Merger Proposal; and
2.
the Hortonworks Adjournment Proposal.
Hortonworks currently does not contemplate that any other matters will be presented at the Hortonworks special meeting.
Recommendation of the Hortonworks Board
The Hortonworks board unanimously determined that the merger agreement and the other transactions contemplated thereby are advisable and in the best interests of the Hortonworks stockholders.
The Hortonworks board unanimously recommends that the Hortonworks stockholders vote “FOR” the Merger Proposal and “FOR” the Hortonworks Adjournment Proposal.
Consummation of the merger is conditioned on approval of the Merger Proposal. If you abstain or fail to vote on the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal. Consummation of the merger is not conditioned on the approval of the Hortonworks Adjournment Proposal.
Who Can Vote at the Hortonworks Special Meeting
Only Hortonworks stockholders of record at the close of business on November 26, 2018, the record date for the Hortonworks special meeting, and other persons holding valid proxies for the special meeting are entitled to notice of, to attend and to vote at the Hortonworks special meeting.
As of the record date, there were 84,237,493 shares of Hortonworks common stock issued and outstanding, par value $0.0001 per share. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.
In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting, and for 10 days prior to the meeting, at 5470 Great America Parkway, Santa Clara, California 95054, between the hours of 9:00 a.m. and 4:00 p.m., local time.
Hortonworks stockholders and their proxies will be admitted to the Hortonworks special meeting beginning at 9:00 a.m., local time, on December 28, 2018. Hortonworks stockholders and their proxies should be prepared to present a form of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. In addition, Hortonworks stockholders who are record holders will have their ownership verified against the list of record holders as of the record date prior to being admitted to the meeting. Hortonworks stockholders who are not record holders but hold shares through a broker or nominee (i.e., in “street name”) should provide proof of beneficial ownership at the close of business on the record date, such as a letter from their broker or nominee reflecting their stock ownership as of the record date for the meeting. Anyone who does not provide photo identification or comply with the other procedures outlined above upon request will not be admitted to the special meeting.

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Vote Required for Approval
Quorum
A quorum will be present if at least a majority of all issued and outstanding shares entitled to vote as of the record date, present in person or represented by proxy at the Hortonworks special meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank or broker) or if you vote in person at the Hortonworks special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the board or holders of a majority of the votes present at the Hortonworks special meeting may adjourn the special meeting to another time or date.
Required Vote
Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Hortonworks common stock entitled to vote thereon. Approval of the Hortonworks Adjournment Proposal requires the affirmative vote of a majority of the votes properly cast for and against by holders of shares of Hortonworks common stock present in person or represented by proxy at the Hortonworks special meeting.
Effect of Not Voting and Abstentions
Abstentions and broker “non-votes” count as present for establishing the quorum described above. A broker “non-vote” may occur on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares, and such instructions have not been provided by the beneficial owner Under Nasdaq rules, brokers do not have discretionary authority to vote on non-routine matters. A “broker non-vote” occurs when a broker submits a proxy that states that the broker votes for at least one proposal, but does not vote for proposals on non-routine matters because the broker has not received instructions from the beneficial owners on how to vote and thus does not have discretionary authority to vote on those proposals. Because all of the matters to be considered at the Hortonworks special meeting are non-routine and brokers will not have discretionary authority to vote on any of the proposals to be voted on at the Hortonworks special meeting, Hortonworks does not expect to receive any broker non-votes. If broker non-votes were received, they would not have any impact on the outcome of the Hortonworks Adjournment Proposal, assuming a quorum is present, but would have the same effect as a vote “AGAINST” the Merger Proposal.
Failures to attend the Hortonworks special meeting (in person or by proxy) and vote will also not be counted for purposes of determining whether a quorum is present and will have no effect on the Hortonworks Adjournment Proposal. An abstention will have the same effect as a vote “AGAINST” the Hortonworks Adjournment Proposal. An abstention or a failure to attend the Hortonworks special meeting (in person or by proxy) and vote will have the same effect as a vote “AGAINST” the Merger Proposal.
Adjournments
If there is no quorum, the chairman of the Hortonworks board or holders of a majority of the votes present at the Hortonworks special meeting may adjourn the special meeting to another time or date.
Even if a quorum is present, the Hortonworks special meeting could be adjourned in order to provide more time to solicit additional proxies in favor of adopting the Merger Proposal if sufficient votes are cast in favor of the Hortonworks Adjournment Proposal. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the Hortonworks special meeting.
Share Ownership of Directors and Executive Officers of Hortonworks
At the close of business on the record date for the Hortonworks special meeting, directors and executive officers of Hortonworks (together with certain of their respective affiliates, including Benchmark Capital Partners) beneficially owned and were entitled to vote approximately 14% of the shares of Hortonworks common stock outstanding on that date. Simultaneously with the execution and delivery of the merger agreement, each of the directors and executive officers of Hortonworks, in their respective capacities as stockholders of Hortonworks (together with certain of their respective affiliates, including Benchmark Capital Partners), entered into support agreements with Cloudera pursuant to which such individuals agreed, among other things, to vote their respective shares of Hortonworks common stock for the approval and adoption of the merger agreement.
Voting Procedures
Method of Voting
Hortonworks stockholders are being asked to vote both shares held directly in their name as stockholders of record and any shares they hold in “street name” as beneficial owners. Shares held in “street name” are shares held in a stock brokerage account or shares held by a bank or other nominee. The method of voting differs for shares held as a record holder and shares held in street name. Record holders will receive proxy cards. Holders of shares in street name will receive voting instruction cards from their brokers or nominees seeking instruction as to how to vote.
Proxy cards and voting instruction cards are being solicited on behalf of the Hortonworks board from Hortonworks stockholders in favor of approval of the Merger Proposal and the Hortonworks Adjournment Proposal.
Submitting Proxies or Voting Instructions
Whether Hortonworks stockholders hold shares of Hortonworks common stock directly as stockholders of record or in street name, Hortonworks stockholders may direct the voting of their shares without attending the Hortonworks special meeting. Hortonworks stockholders may vote by granting proxies or, for shares held in street name, by submitting voting instructions to their brokers or nominees.
Record holders of shares of Hortonworks common stock may submit proxies by completing, signing and dating their proxy cards for the Hortonworks special meeting and mailing them in the accompanying preaddressed envelopes. Hortonworks stockholders who hold shares in “street name” may vote by mail by completing, signing and dating the voting instruction cards for the Hortonworks special meeting provided by their brokers or nominees and mailing them in the accompanying pre-addressed envelopes. Proxies and voting instruction forms submitted by mail must be received no later than December 27, 2018 at 11:59 p.m. Eastern Time to be voted at the Hortonworks special meeting. Hortonworks stockholders may also submit proxies over the Internet at the web address shown on the proxy card or by calling the telephone number shown on the proxy card. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on December 27, 2018. The availability of Internet and telephone voting for shares held in “street name” will depend on the voting processes of your broker or other nominee.
If Hortonworks stockholders of record do not include instructions on how to vote their properly signed proxy cards for the Hortonworks special meeting, their shares will be voted “FOR” the Merger Proposal and the Hortonworks Adjournment Proposal, and in the discretion of the proxy holders on any other business that may properly come before the Hortonworks special meeting.

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If Hortonworks stockholders holding shares of Hortonworks common stock in “street name” do not provide voting instructions, their shares will not be considered to be votes cast on the Merger Proposal or the Hortonworks Adjournment Proposal.
Stockholders of record of Hortonworks common stock may also vote in person at the Hortonworks special meeting by attending the meeting and submitting their proxy cards or by filling out a ballot at the special meeting.
If shares of Hortonworks common stock are held by Hortonworks stockholders in street name, those Hortonworks stockholders may not vote their shares in person at the Hortonworks special meeting unless they bring a signed proxy from the record holder giving them the right to vote their shares and fill out a ballot at the special meeting.
Contact for Questions and Assistance in Voting
Any Hortonworks stockholder who has a question about the proposals or how to vote or revoke a proxy, or who wishes to obtain additional copies of this joint proxy statement/prospectus, should contact:
MACKENZIELOGOA01.JPG
1407 Broadway, 27th Floor
New York, New York 10018
Call Collect: (212) 929-5500
or
Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
If you need additional copies of this joint proxy statement/prospectus or voting materials, you should contact MacKenzie Partners, Inc. as described above or Hortonworks Investor Relations at investor@hortonworks.com or by telephone at (408) 884-9861.
Revoking Proxies or Voting Instructions
Hortonworks stockholders may change their votes at any time prior to the vote at the Hortonworks special meeting. Hortonworks stockholders of record may change their votes by granting new proxies bearing a later date (which automatically revoke any the earlier proxy), by filing an instrument in writing revoking the proxy, or by attending the Hortonworks special meeting and voting in person. Attendance at the Hortonworks special meeting will not cause previously granted proxies to be revoked, unless the Hortonworks stockholder specifically so requests.
For shares held in “street name,” Hortonworks stockholders may change their votes by submitting new voting instructions to their brokers or nominees or by attending the Hortonworks special meeting and voting in person, provided that they have obtained a signed proxy from the record holder giving them the right to vote their shares.
Shares Held in “Street Name”
Hortonworks stockholders who own shares of Hortonworks common stock through a broker, bank or other nominee and attend and vote at the Hortonworks special meeting, should bring proof of beneficial ownership at the close of business on the record date, such as a letter from their broker, bank or other nominee reflecting their stock ownership as of the record date for the Hortonworks special meeting.
Tabulation of Votes
Representatives of Broadridge, Hortonworks’ mailing agent and tabulation service, will count the votes and act as the Inspector of Elections. The procedures to be used by the Inspector of Elections are consistent with Delaware law concerning the voting of shares, determination of a quorum and the vote required to take stockholder action.
How You Can Reduce the Number of Copies of Hortonworks’ Proxy Materials You Receive
The SEC has rules that permit Hortonworks to deliver a single copy of its proxy statement to stockholders sharing the same address. To reduce the expenses of delivering duplicate proxy materials, Hortonworks is taking advantage of the SEC’s “householding” rules that permit Hortonworks to deliver only one set of proxy materials to stockholders who share an address, unless otherwise requested by the stockholders.
If you are a beneficial owner of our common stock and you receive your proxy materials through Broadridge or another intermediary (e.g., your bank or broker) and there are multiple beneficial owners at the same address, you may receive fewer paper copies of the proxy materials than the number of beneficial owners at that address. Under a procedure called “householding,” the rules of the SEC permit Broadridge and other intermediaries to deliver only set of proxy materials to multiple beneficial owners sharing an address, unless we receive contrary instructions from any beneficial owner at the same address.

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If you receive your proxy materials through Broadridge or another intermediary and you currently receive only one copy of the proxy materials at a shared address but you wish to receive an additional copy of this joint proxy statement/prospectus, please either notify your bank or broker, or contact Broadridge, either by calling toll-free at 1-866-540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Individuals who request removal from the householding program will be removed within 30 days of their response, following which they will receive an individual copy of our disclosure documents, if a hard copy of such disclosure documents is requested.
Cost of Proxy Distribution and Solicitation
Hortonworks is soliciting proxies for the Hortonworks special meeting from Hortonworks stockholders and Cloudera is soliciting proxies for the Cloudera special meeting from Cloudera stockholders. Each company will bear its own fees and costs associated with printing and filing this joint proxy statement/prospectus and the registration statement on Form S-4, of which it forms a part. Other than the costs shared with Cloudera, the cost of soliciting proxies from Hortonworks stockholders will be paid by Hortonworks. Hortonworks has retained MacKenzie Partners, Inc. to assist it in the solicitation of proxies for approximately $25,000, plus reasonable out-of-pocket expenses. Hortonworks has also requested that banks, brokers and other custodians, agents and fiduciaries send these proxy materials to the beneficial owners of Hortonworks’ common stock they represent and secure their instructions as to the voting of such shares. Hortonworks may reimburse such banks, brokers and other custodians, agents and fiduciaries representing beneficial owners of Hortonworks’ common stock for their expenses in forwarding solicitation materials to such beneficial owners. Certain of Hortonworks’ directors, officers or employees may also solicit proxies in person, by telephone, or by electronic communications, but they will not receive any additional compensation for doing so.

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PROPOSAL 1
THE MERGER AGREEMENT AND THE MERGER
As discussed elsewhere in this joint proxy statement/prospectus, Hortonworks stockholders are considering and voting to approve the Merger Proposal. Hortonworks stockholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the merger. In particular, Hortonworks stockholders are directed to the merger agreement which is attached as Annex A to this joint proxy statement/prospectus.
Pursuant to the merger agreement, approval of the Merger Proposal is a condition to the consummation of the merger. If the Merger Proposal is not approved, the merger will not be completed.
Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Hortonworks common stock entitled to vote on the matter.
The Hortonworks board unanimously recommends a vote “FOR” the Merger Proposal.

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PROPOSAL 2
POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES, IF NECESSARY OR APPROPRIATE
The Hortonworks special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary or appropriate, to obtain additional proxies if there are not sufficient votes to approve the Merger Proposal.
Hortonworks is asking you to authorize the holder of any proxy solicited by the Hortonworks board to vote in favor of any adjournment of the Hortonworks special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.
Approval of the Hortonworks Adjournment Proposal requires that the number of votes properly cast for this proposal exceeds the number of votes properly cast against this proposal from holders of Hortonworks common stock present in person or represented by proxy at the Hortonworks special meeting.
Hortonworks does not intend to call a vote on the Hortonworks Adjournment Proposal if Merger Proposal considered at the Hortonworks special meeting has been approved at the Hortonworks special meeting.
The Hortonworks board unanimously recommends a vote “FOR” the Hortonworks Adjournment Proposal .

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
The following is a discussion of the material U.S. federal income tax consequences of the merger applicable to U.S. Holders (as defined below) of Hortonworks common stock, but does not purport to be a complete analysis of all potential tax effects. This discussion does not address any state, local or foreign tax consequences of the merger, nor does it address the impact of the Medicare contribution tax on net investment income, the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (“IRS”) in effect as of the date of the merger. These authorities may change or be subject to differing interpretations. Any such change may be applied retroactively in a manner that could adversely affect a holder of Hortonworks common stock.
This discussion is limited to U.S. Holders who hold their Hortonworks common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a Hortonworks stockholder. In addition, it does not address consequences relevant to holders of Hortonworks common stock that are subject to particular rules, including, without limitation:
persons subject to the alternative minimum tax;
persons whose functional currency is not the dollar;
persons holding Hortonworks common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
persons who are not U.S. Holders;
banks, insurance companies, and other financial institutions;
real estate investment trusts or regulated investment companies;
brokers, dealers, or traders in securities;
S corporations;
partnerships and/or other entities or arrangements treated as partnerships for U.S. federal income tax purposes;
persons holding Hortonworks common stock as qualified small business stock within the meaning of Sections 1202 and/or 1045 of the Code;
tax-exempt organizations or governmental organizations;
persons deemed to sell Hortonworks common stock under the constructive sale provisions of the Code;
persons who actually or constructively own (or actually or constructively held at any time during the five-year period ending on the date of the disposition of such holder’s Hortonworks common stock pursuant to the merger) 5% or more of Hortonworks common stock;
persons who hold or receive Hortonworks common stock pursuant to the exercise of any employee stock options or otherwise as compensation; and
tax-qualified retirement plans.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Hortonworks common stock who is, for U.S. federal income tax purposes:
(i)
an individual who is a citizen or resident of the United States;
(ii)
a corporation or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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(iii)
an estate that is subject to U.S. federal income tax on its income regardless of its source; or
(iv)
a trust that (A) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (B) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds Hortonworks common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding Hortonworks common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Holders of Hortonworks common stock should consult their tax advisors with respect to the particular tax consequences of the merger to them, including the effects of U.S. federal, state, local, foreign, and other tax laws.
U.S. Federal Income Tax Consequences
The completion of the merger is conditioned upon the delivery by each of Fenwick & West LLP (“Fenwick”), counsel to Cloudera, and Latham & Watkins LLP (“Latham”), counsel to Hortonworks, of its opinion to the effect that merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, each of Fenwick and Latham has delivered an opinion to Cloudera and Hortonworks, respectively, to the same effect as the opinions described above. Accordingly, and on the basis of the foregoing opinions, as a result of the merger qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. Holders who receive Cloudera common stock pursuant to the merger agreement generally will be as described below. The opinions of counsel will be based on factual representations contained in certificates provided by Cloudera and Hortonworks, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the consummation of the merger. These opinions are not binding on the IRS or the courts, and neither Cloudera nor Hortonworks intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the representations or assumptions upon which those opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected. The remainder of this discussion assumes that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly:
a U.S. Holder will not recognize gain or loss as a result of the exchange of such holder’s Hortonworks common stock for Cloudera common stock in the merger, except in respect of cash in lieu of a fractional share of Cloudera common stock (as discussed in the section titled “—Cash in Lieu of a Fractional Share”);
a U.S. Holder’s aggregate tax basis in Cloudera common stock received in the merger (including fractional shares deemed received and redeemed as described below) will equal the aggregate tax basis of the Hortonworks common stock surrendered in the merger; and
a U.S. Holder’s holding period for Cloudera common stock received in the merger (including fractional shares deemed received and redeemed as described below) will include the holder’s holding period for the Hortonworks common stock surrendered in the merger.U.S. Holders who hold their Hortonworks common stock with differing bases or holding periods should consult their tax advisors with regard to identifying the bases or holding periods of the particular Cloudera common shares received in the merger.
Cash in Lieu of a Fractional Share
A U.S. Holder of shares of Hortonworks common stock who receives cash in lieu of a fractional share of Cloudera common stock will be treated as if such Hortonworks stockholder had received such fractional share of Cloudera common stock pursuant to the merger and as if such fractional share of Cloudera common stock had then been redeemed for cash by Cloudera. As a result, such U.S. Holder will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the tax basis in such fractional share (determined as described above), unless the receipt of cash has the effect of a distribution of a dividend under the applicable provisions of the Code, in which case such gain would be treated as a dividend to the extent of such tendering U.S. Holder’s ratable share of the current or accumulated earnings and profits of Hortonworks as determined for U.S. federal income tax purposes. Any gain or loss recognized will generally be

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capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, such U.S. Holder’s holding period for such share is greater than one year. For U.S. Holders of shares of Hortonworks common stock that are non-corporate holders, long-term capital gains generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Certain stockholders may be subject to information reporting and backup withholding with respect to cash received in lieu of a fractional share of Cloudera common stock. Backup withholding will not apply, however, if the recipient provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable certification requirements. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against such U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.
The discussion of the material U.S. federal income tax consequences set forth above is not a complete description of all of the consequences of the merger. U.S. Holders of Hortonworks common stock are strongly urged to consult their tax advisors regarding the tax consequences of the merger to them, including the effects of U.S. federal, state, local, foreign, and other tax laws.

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THE MERGER
The following is a description of the material aspects of the merger, including the merger agreement. While we believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire joint proxy statement/prospectus, including the merger agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the merger.
Background of the Merger
Each of the Cloudera board and the Hortonworks board, together with their respective management teams, regularly reviews and assesses their respective company’s performance, future growth prospects, business plans and overall strategic direction. As part of that review process, each of them, from time to time, considers a variety of strategic alternatives that may be available, including pursuing potential strategic transactions with third parties, in each case with the goal of maximizing stockholder value.
In furtherance of the foregoing, from time to time from June 2015 to April 2016, Cloudera management and Hortonworks management held preliminary discussions exploring the possibility of a business combination. These preliminary conversations did not lead to a transaction.
In November 2016, at the direction of the Hortonworks board, Hortonworks engaged Qatalyst Partners LP (“Qatalyst Partners”) to act as its exclusive financial advisor in connection with Hortonworks’ review of possible strategic opportunities, including a potential sale of the company. After confirming that Qatalyst Partners had no conflicts of interest that would prevent it from fulfilling its obligations as Hortonworks’ financial advisor, the Hortonworks board selected Qatalyst Partners to act as Hortonworks’ financial advisor based on Qatalyst Partners’ qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the technology industry, and its knowledge of and familiarity with Hortonworks’ business.
In early 2017, Hortonworks developed, with the assistance of representatives of Qatalyst Partners, a list of seven parties that might have a potential interest in a possible acquisition of Hortonworks. Following discussion with the Hortonworks board and at its instruction, beginning in February 2017, representatives of Qatalyst Partners contacted these seven parties regarding their possible interest in a transaction with Hortonworks. As a result of these contacts, five parties expressed preliminary interest in a potential acquisition of Hortonworks, two of which were subject to existing non-disclosure agreements and three of which entered into non-disclosure agreements to facilitate the exchange of confidential information. Each such party received a management presentation describing Hortonworks’ business and operations. Each of the non-disclosure agreements executed by such parties included a standstill provision, which expired in accordance with its terms either prior to or as of the execution and announcement of the merger agreement. However, ultimately, discussions with each of these parties terminated by early August 2017 without any proposal being made for an acquisition of Hortonworks. As a result of this process and after discussion with the Hortonworks board, Hortonworks ceased further outreach to third parties regarding a potential acquisition of Hortonworks in order to focus management on the execution of Hortonworks’ business plan.
In mid-April 2018, a private equity firm (the “Hortonworks Potential Private Investor”) contacted Scott Davidson, Chief Operating Officer and Chief Financial Officer of Hortonworks, to inform him that it was interested in facilitating and investing in a potential business combination transaction between Hortonworks and Cloudera and provided a brief overview of a potential transaction structure whereby the Hortonworks Potential Private Investor would provide liquidity to certain of Cloudera’s existing stockholders via a convertible preferred investment in Cloudera immediately prior to a merger between Hortonworks and Cloudera (based on an at-market exchange ratio), which would result in the Hortonworks Potential Private Investor owning approximately 21% of the combined company on a pro forma basis.
On April 20, 2018, Scott Davidson, together with Robert Bearden, the Chief Executive Officer of Hortonworks, met with the Hortonworks Potential Private Investor to better understand its proposal and its proposed next steps. The Hortonworks Potential Private Investor suggested that it would like access to initial high-level diligence on Hortonworks within the following one to two weeks, after which it would plan to approach Cloudera with a specific proposal to merge the two companies. Shortly following that discussion, the Hortonworks Potential Private Investor sent a diligence request list outlining data requests from Hortonworks that would assist the Hortonworks Potential Private Investor in formulating a more definitive proposal.
On April 23, 2018, the Strategic Transactions Committee of the Hortonworks board (the “Hortonworks Transaction Committee”), consisting of Kevin Klausmeyer, Peter Fenton and Michelangelo Volpi, met, with representatives of

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Hortonworks management and Latham present, to discuss the transaction proposed by the Hortonworks Potential Private Investor. The Hortonworks Transaction Committee authorized management to investigate the potential transaction further and provide the Hortonworks Potential Private Investor with further access to high-level diligence in order to formulate a further defined proposal, subject to the terms of a non-disclosure agreement.
On April 24, 2018, Hortonworks entered into a non-disclosure agreement with the Hortonworks Potential Private Investor in order to facilitate its access to further due diligence information. The non-disclosure agreement included a standstill provision, which expired in accordance with its terms as of the execution and announcement of the merger agreement. Following the execution of that non-disclosure agreement, Hortonworks provided the Hortonworks Potential Private Investor with access to the information it requested regarding Hortonworks in anticipation of a management meeting to occur on May 10, 2018.
In late April 2018, a private equity firm (the “Cloudera Potential Private Investor”) contacted Tom Reilly, Chief Executive Officer of Cloudera, and Kevin Cook, Cloudera’s Vice President of Corporate Development and Investor Relations, to discuss the attractiveness of an investment in Cloudera and a potential business combination transaction between Cloudera and Hortonworks and provided a brief overview of a potential transaction structure whereby the Cloudera Potential Private Investor would invest in the combined company and potentially provide partial liquidity for existing Hortonworks investors.
During May 2018, Mr. Reilly had a series of informal discussions with individual directors of Cloudera, beginning with Mr. Cole, the Lead Director and proposed Chairman of the Cloudera board following completion of the merger, regarding the proposal from the Cloudera Potential Private Investor and the potential merger with Hortonworks.  The consensus guidance from those discussions was to move forward with again exploring a potential business combination with Hortonworks, without the involvement of the Cloudera Potential Private Investor, and to be prepared to discuss the matter further at the planned upcoming regular Cloudera board meeting. 
On May 10, 2018, Messrs. Bearden and Davidson met with representatives of the Hortonworks Potential Private Investor to discuss Hortonworks’ business and the Hortonworks Potential Private Investor’s preliminary analysis of the feasibility of the potential transaction. At the meeting, the Hortonworks Potential Private Investor indicated that, subject to receiving additional follow-up diligence information, it would be in a position to send a detailed non-binding term sheet outlining its proposed transaction by May 24, 2018.
On May 14, 2018, the Hortonworks Transaction Committee met, with representatives of Hortonworks management and Latham present, to discuss the potential strategic transaction involving Cloudera and the Hortonworks Potential Private Investor, and authorized Hortonworks management to allow the Hortonworks Potential Private Investor to complete additional due diligence on Hortonworks in connection with its possible involvement in a potential strategic business combination between Hortonworks and Cloudera. Following that meeting, Hortonworks provided the additional diligence materials requested by the Hortonworks Potential Private Investor.
On May 24, 2018, representatives of the Hortonworks Potential Private Investor contacted Mr. Bearden and indicated that it intended to move forward with a proposal in order to facilitate a strategic business combination between Hortonworks and Cloudera. The Hortonworks Potential Private Investor sent Hortonworks an initial draft non-binding term sheet for the proposed transaction later that same evening, outlining the terms of a potential $1 billion private investment by the Hortonworks Potential Private Investor in exchange for convertible preferred stock of a combined company comprised of Hortonworks and Cloudera, with such proceeds being used to provide liquidity to certain Cloudera stockholders. The Hortonworks Potential Private Investor also requested six months of exclusivity in conjunction with its proposal.
On May 25, 2018, the Hortonworks Transaction Committee met, with representatives of Hortonworks management and Latham present, to discuss the non-binding term sheet from the Hortonworks Potential Private Investor. Following discussion, the Hortonworks Transaction Committee determined to inform the Hortonworks Potential Private Investor that the terms proposed were not acceptable to Hortonworks and authorized Mr. Bearden to initiate discussions directly with Cloudera regarding a potential strategic transaction without the involvement of the Hortonworks Potential Private Investor. That same day, Mr. Bearden communicated to the Hortonworks Potential Private Investor that the terms proposed were not acceptable.
From June 2, 2018 through June 4, 2018, there were initial communications between Mr. Bearden and Mr. Reilly regarding a potential business combination between Cloudera and Hortonworks. During these discussions, Mr. Reilly introduced “at-market” as the potential exchange ratio without specificity as to the manner of measurement. They agreed that

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it would be worthwhile to investigate the potential transaction further and scheduled a follow-up discussion for the following week with certain other members of their respective management teams in attendance.
On June 12, 2018, the Hortonworks board held a regularly scheduled meeting, with representatives from Hortonworks management and Latham present, at which the potential transaction with Cloudera was discussed, and Mr. Bearden provided an update on his conversations with Mr. Reilly.
Later that day, on June 12, 2018, Mr. Reilly, Jim Frankola, Chief Financial Officer of Cloudera, and Messrs. Cook, Bearden, and Davidson, met to discuss the potential transaction between their two companies. During this discussion, Mr. Reilly again suggested an “at-market” exchange ratio and introduced a six-month potential measurement period.
Following those discussions, on June 14, 2018, Cloudera and Hortonworks entered into a reciprocal confidentiality agreement regarding the potential transaction. Cloudera sent to Hortonworks an initial mutual information request list once the confidentiality agreement was executed, largely focused on high-level employee matters, material contract summaries, aggregated customer data and historical financial information.
On June 15, 2018, the Nominating and Governance Committee of the Cloudera board held a regular meeting, with representatives of management present, during which there was a discussion of, potential strategic transactions, as well as discussion regarding formalizing that the discussions with Hortonworks were to be overseen by the Cloudera M&A Committee and revising the composition of that committee to consist solely of Cloudera’s independent directors.
On June 15, 2018, the Hortonworks Transaction Committee met, with representatives of Hortonworks management and Latham present, to discuss the status of discussions regarding the potential strategic transaction with Cloudera. The Hortonworks Transaction Committee also discussed next steps, including potential processes with Cloudera and outreach to other third parties regarding alternative strategic transactions. Following such discussion, the Hortonworks Transaction Committee authorized management to continue to engage with Cloudera to explore a possible strategic business combination between the companies and to also contact another publicly traded multinational software company (“Company A”), regarding its potential interest in a strategic transaction with Hortonworks, given the potential strategic fit between the businesses of Hortonworks and Company A.
On June 18, 2018, Messrs. Davidson and Frankola, together with certain other members of Hortonworks and Cloudera management, held an in-person meeting to discuss the potential transaction between Hortonworks and Cloudera and shared certain high-level information with each other.
Beginning on June 19, 2018, Cloudera and Hortonworks shared high-level information with each other in their respective electronic data rooms in response to the agreed-upon initial information request list between the parties and subsequent information requests.
Also on June 19, 2018, Mr. Davidson contacted the Chief Financial Officer of Company A to determine whether Company A might be interested in a potential strategic transaction with Hortonworks. Following discussion, the parties agreed to have an initial in-person meeting to further discuss a potential transaction, subject to the execution of a confidentiality agreement.
On June 22, 2018, Hortonworks entered into a confidentiality agreement with Company A for purposes of facilitating discussions regarding a potential strategic transaction between the companies. The confidentiality agreement included a standstill provision, which expired in accordance with its terms as of the execution and announcement of the merger agreement.
On June 27, 2018, the Cloudera board held a regularly scheduled meeting, with representatives of Cloudera management and Fenwick present. At this meeting, the Cloudera board determined that consideration of the potential strategic transaction with Hortonworks was in the purview of the M&A Committee and that the committee would henceforth be comprised of Martin Cole, Kim Hammonds, Steve Sordello and Mike Stankey (the “Cloudera M&A Committee”). Fenwick also reviewed with the Cloudera board its fiduciary duties in connection with a variety of strategic transactions and a discussion ensued. During the independent director session of the meeting (which comprised the same membership as the Cloudera M&A Committee), the potential transaction with Hortonworks was discussed, and management was instructed to take steps to retain a financial advisor to present at a subsequent meeting.
On June 28, 2018, members of Hortonworks management and Company A management met to discuss their respective businesses and the potential for a strategic transaction between them.

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On July 2, 2018, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley & Co. LLC, a financial advisor with knowledge of and familiarity with Cloudera’s business having served as a lead underwriter for its initial and follow-on public offerings (“Morgan Stanley”), present, to discuss the status of discussions with Hortonworks. At Mr. Reilly’s request, Morgan Stanley presented certain preliminary financial analyses concerning a strategic business combination with Hortonworks, and discussed on a preliminary basis a range of possibly appropriate exchange ratios for the potential transaction. Fenwick also reviewed with the Cloudera board its fiduciary duties in connection with a potential strategic business combination with Hortonworks. After extensive discussion, the Cloudera board authorized Mr. Reilly to move forward with discussions regarding the proposed transaction, and to propose to Mr. Bearden an “at-market” exchange ratio using a six-month average exchange ratio. In addition, the Cloudera board authorized the retention of Morgan Stanley as Cloudera’s financial advisor for the proposed transaction.
On July 3, 2018, representatives from Company A informed Hortonworks that Company A would not be pursuing a potential transaction with Hortonworks, given Company A’s current strategic priorities and the depressed market price of Company A’s stock.
Also on July 3, 2018, Mr. Reilly contacted Mr. Bearden to inform him that the Cloudera board had approved moving forward with negotiations regarding a potential strategic business combination with Hortonworks and that Cloudera would be preparing a non-binding term sheet reflecting an “at-market” six-month average exchange ratio.
On that same day, the Hortonworks Transaction Committee met, with representatives of Hortonworks management and Latham present, to discuss the status of discussions with Cloudera. Mr. Bearden discussed with the Hortonworks Transaction Committee potential transaction terms and the appropriate process for reviewing and evaluating a potential strategic business combination with Cloudera with the full Hortonworks board. Members of the Hortonworks Transaction Committee asked questions and discussed next steps, including the reintroduction of Qatalyst Partners into the process given its prior engagement and involvement and Hortonworks’ potential engagement with other counterparties in a process. The Hortonworks Transaction Committee then authorized management to reintroduce Qatalyst Partners into such process.
On July 5, 2018, at the direction of the Cloudera board, Cloudera formally engaged Morgan Stanley to act as its exclusive financial advisor in connection with the proposed strategic business combination with Hortonworks. After confirming that Morgan Stanley had no conflicts of interest that would prevent it from fulfilling its obligations as Cloudera’s financial advisor, the Cloudera board selected Morgan Stanley to act as Cloudera’s financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the technology industry, and its knowledge of and familiarity with Cloudera’s business having served as a lead underwriter for its initial and follow-on public offerings.
On that same day, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. Following a discussion, the Cloudera M&A Committee approved the form of an exclusivity letter providing for a period of exclusive negotiations and non-binding term sheet to be provided to Hortonworks.
Later that day, Mr. Reilly sent Mr. Bearden an exclusivity letter and a non-binding term sheet for a 100% stock tax-free merger with Hortonworks. The term sheet proposed an “at-market” transaction based on a six-month average exchange ratio, which, as of the date of the term sheet, represented an exchange ratio of 1.12 shares of Cloudera common stock per share of Hortonworks common stock and implied an approximate 36% fully-diluted ownership in the combined company by Hortonworks stockholders, as well as a request for 30 days of exclusivity, which would only be binding on Hortonworks.
On July 6, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the status of discussions with Cloudera. Representatives of Qatalyst Partners delivered a presentation on the exchange ratio proposed by Cloudera. Mr. Bearden noted that the non-binding term sheet reflected a six-month average exchange ratio because Cloudera believes that the relative long-term stock prices were indicative of the companies’ relative value, considering the differing timing of their fiscal years and the relative stages of evolution in their go-to-market efforts. Mr. Bearden noted that he was invited to meet with Mr. Reilly and other members of Cloudera management the following week to discuss governance matters and business matters related to a potential combination of the two companies. Following discussion, the Hortonworks board authorized Mr. Bearden and the rest of the management team to continue discussions with Cloudera and garner a better understanding of Cloudera’s proposed governance structure for the combined company in light of the proposed exchange ratio.
Later on July 6, 2018, Mr. Bearden discussed with Mr. Reilly the reaction of the Hortonworks board to the initial non-binding term sheet.

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On July 8, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. At this meeting, the Cloudera M&A Committee considered the potential make-up of the board of directors of the combined company, and authorized Mr. Reilly to propose a nine-person board, with five directors from the current Cloudera board, three directors from the Hortonworks board and one mutually agreed additional director, with a strong recommendation that a representative from Intel Corporation (“Intel”) be the additional director as Intel is a strategically important part of the ecosystem as it pursues its strategic interests in the industry and will be a substantial investor in the combined company.
On July 9, 2018, members of management from Cloudera and Hortonworks had in-person meetings to discuss governance matters and business matters in connection with a potential strategic business combination between the parties. As part of those meetings, Messrs. Bearden and Reilly discussed Cloudera’s governance proposal for the combined company as approved by the Cloudera M&A Committee the previous day. In response, Mr. Bearden proposed an eight-person board, with four directors from the current Cloudera board and four directors from the Hortonworks board. Mr. Reilly then proposed that the parties consider an eight-person board, with four directors from the current Cloudera board, three directors from the Hortonworks board and one mutually-agreed upon additional director, with the recommendation that such additional director be a representative from Intel. The parties also discussed Cloudera’s proposed management and leadership team for the combined company, including Chief Executive Officer (Cloudera’s current CEO), Chief Operating Officer (Hortonworks’ current COO and CFO), Chief Financial Officer (Cloudera’s current CFO) and certain of their respective direct reports.
On that same day, Messrs. Frankola and Davidson met to discuss certain assumptions that may be used when forecasting their respective businesses.
On July 10, 2018, Messrs. Reilly and Bearden continued discussions regarding the proposed structure of the combined company’s board and governance matters. Mr. Frankola continued discussions with Mr. Davidson on the potential forecasting assumptions.
On July 12, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the status of discussions with Cloudera. Mr. Bearden updated the Hortonworks board on Cloudera’s proposed board and management structure, including the proposed process for selecting the additional director. At Mr. Bearden’s request, representatives of Qatalyst Partners delivered a presentation on the exchange ratio proposed by Cloudera on July 5, 2018. Following discussion, the Hortonworks board agreed that Mr. Bearden would communicate to Cloudera that Hortonworks remains interested in pursuing discussions with Cloudera but that Cloudera’s proposed “at-market” transaction based on a six-month average exchange ratio, which represented an exchange ratio of 1.12 shares of Cloudera common stock per share of Hortonworks common stock as of the date of such term sheet, was not acceptable and that Hortonworks would revert with a counterproposal following further discussion and analysis with its advisors.
Later that day, on July 12, 2018, Mr. Bearden communicated to Mr. Reilly that the exchange ratio proposed by Cloudera on July 5, 2018 was not acceptable and that Hortonworks would send Cloudera a revised non-binding term sheet following further discussion with its advisors.
On July 16, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the status of discussions with Cloudera. Mr. Bearden updated the Hortonworks board on his communications with Cloudera since the previous board meeting. At Mr. Bearden’s invitation, representatives of Qatalyst Partners delivered a presentation on the exchange ratio proposed by Cloudera on July 5, 2018 and other potential exchange ratios.
On July 17, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the terms of the potential transaction with Cloudera. Following that discussion, the Hortonworks board authorized representatives of Qatalyst Partners to send a revised non-binding term sheet to representatives of Morgan Stanley on behalf of Hortonworks, reflecting an exchange ratio representing a 25% premium for Hortonworks’ stockholders calculated based on the ten consecutive trading day average exchange ratio up to and including the second day preceding the execution of a definitive agreement.
Later that day, on July 17, 2018, Messrs. Reilly and Bearden had a brief discussion to further discuss the potential transaction.
On July 18, 2018, representatives of Qatalyst Partners sent representatives of Morgan Stanley a revised non-binding term sheet reflecting the Hortonworks board’s instructions, as described above. In addition, Hortonworks’ revised non-binding term sheet proposed an eight-person board of directors of the combined company, with four directors appointed from the

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Cloudera board, three directors appointed from the Hortonworks board and one independent director designated by Hortonworks and approved by Cloudera.
On July 19, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks, during which the Cloudera M&A Committee provided guidance on responding to the Hortonworks proposal.
On July 20, 2018, Messrs. Reilly and Bearden held a teleconference to discuss the potential transaction, and Mr. Reilly communicated to Mr. Bearden that the exchange ratio proposed by Hortonworks on July 18, 2018 was not acceptable to Cloudera.
On July 21, 2018, the Hortonworks board met, with representatives of Hortonworks management and Latham present, to discuss the status of the potential transaction with Cloudera. After lengthy discussion, the Hortonworks board authorized Mr. Bearden to respond to Mr. Reilly with an “at-market” exchange ratio based on a ten consecutive trading day average exchange ratio, subject to due diligence and on the condition that Mr. Bearden would be appointed as the eighth member of the combined company’s board of directors.
On July 22, 2018, Messrs. Reilly and Bearden had a teleconference to discuss the potential transaction. Mr. Bearden proposed an “at-market” exchange ratio based on a ten consecutive trading day average exchange ratio, and governance structure in line with the instructions of the Hortonworks board.
Later that same day, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. The Cloudera M&A Committee discussed the revised proposal presented by Mr. Bearden earlier that day and Hortonworks’ condition that Mr. Bearden be appointed as the eighth member of the combined company’s board of directors and provided guidance on responding to the Hortonworks’ proposal.
Following such discussion, on that same day, Mr. Reilly provided to Mr. Bearden the following feedback based on Mr. Reilly’s discussion with the Cloudera M&A Committee: (i) if Mr. Bearden is appointed to the combined company’s board of directors, such board position would count as one of the three Hortonworks’ board designees; (ii) the fourth independent director of the combined company’s board of directors would still be nominated by Hortonworks, subject to Cloudera’s approval; and (iii) Cloudera would be willing to propose an exchange ratio reflecting an ownership split whereby Cloudera stockholders would own 62% and Hortonworks stockholders would own 38% of the combined company. Mr. Bearden responded to Mr. Reilly that he was not in a position to accept an exchange ratio reflecting a discount to the current exchange ratio for Hortonworks’ shares.
On July 23, 2018, the Hortonworks board met, with representatives of Hortonworks management and Latham present, to discuss the status of discussions with Cloudera. Mr. Bearden shared his previous conversations with Mr. Reilly from July 22, 2018 with the Hortonworks board. Following lengthy discussion, the Hortonworks board determined that each party’s financial advisors should discuss potential alternatives in order to achieve a mutually acceptable resolution on the exchange ratio.
That same day, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. Mr. Reilly shared his previous conversations with Mr. Bearden from July 22, 2018 with the Cloudera M&A Committee. Morgan Stanley reviewed with the Cloudera M&A Committee a proposed revised non-binding term sheet, and a lengthy discussion ensued. In particular, the Cloudera M&A Committee discussed the identity of the mutually-agreed director on the combined company’s board of directors and determined that it would be in the best interests of the combined company for a representative of Intel to be the mutually-agreed director for the reasons discussed above.
On July 24, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. Morgan Stanley reviewed with the Cloudera M&A Committee a proposed revised non-binding term sheet, which had been updated in response to feedback provided by the Cloudera M&A Committee at its July 23, 2018 meeting. Following a discussion, the Cloudera M&A Committee approved the form of the revised non-binding term sheet to be provided to Hortonworks.
On July 25, 2018, Mr. Reilly sent Mr. Bearden a revised non-binding term sheet with a fixed exchange ratio reflecting an ownership split where Cloudera stockholders would own 61% and Hortonworks stockholders would own 39% of the combined company. Additionally, Cloudera proposed a revised governance structure where the combined company’s board of

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directors would consist of ten total directors, with five directors appointed from the Cloudera board, four directors appointed from the Hortonworks board and one director appointed who is a representative of Intel on the Cloudera board. Cloudera also suggested the appointment of Mr. Reilly as Chief Executive Officer, Mr. Davidson as Chief Operating Officer and Mr. Frankola as Chief Financial Officer of the combined company.
That same day, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. Following the discussion, the Cloudera M&A Committee provided guidance for the discussions with Hortonworks.
On July 27, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss and review the revised non-binding term sheet from Cloudera. After deliberation, and, given the impending release of Hortonworks’ second quarter earnings and the lack of progress in negotiating the exchange ratio, the Hortonworks board instructed Hortonworks management to inform Cloudera that the parties should cease activity with respect to a potential transaction. Mr. Bearden informed Mr. Reilly of that outcome later that same day. Mr. Reilly then informed the Cloudera M&A Committee that the Hortonworks board had rejected Cloudera’s proposed non-binding term sheet.
Later that day, on July 27, 2018, David Middler, Cloudera’s Chief Legal Officer, sent a letter to Hortonworks requesting that Hortonworks return or destroy all of Cloudera’s confidential information pursuant to the terms of the confidentiality agreement between the two companies, and David Howard, Hortonworks’ General Counsel, sent a letter to Cloudera requesting that Cloudera return or destroy all of Hortonworks’ confidential information.
Between July 29, 2018 and August 2, 2018, there were several discussions between and among individual members of the Cloudera and Hortonworks boards as well as representatives of Qatalyst Partners and Morgan Stanley to revive discussions regarding the potential strategic business combination between Cloudera and Hortonworks, including an invitation to extend a counterproposal. Through representatives of Qatalyst Partners and Morgan Stanley, the parties agreed to meet the following week to have a discussion following the release of Hortonworks’ second quarter earnings results for fiscal year 2018.
After close of market trading on August 7, 2018, Hortonworks announced its financial results for the second quarter of 2018, reporting revenue of $86.3 million, an increase of 40% compared to the second quarter of 2017. Hortonworks also reported guidance for results in the third quarter of 2018 and fiscal year 2018 exceeding analyst expectations. Shares of Hortonworks common stock began trading on August 8, 2018 at a trading price of $20.20 per share, as compared to the closing price of $17.01 per share the prior trading day, reflecting a gain of almost 19% and closed at a trading price of $19.95, reflecting a 17% gain from the prior day close.
On August 8, 2018 and August 9, 2018, Messrs. Frankola and Davidson, together with representatives from Morgan Stanley and Qatalyst Partners, held discussions regarding the preliminary results of Cloudera’s second quarter earnings of fiscal year 2019. On August 9, 2018, Ms. Hammonds and Mr. Cormier held a discussion about the potential transaction.
On August 10, 2018, Mr. Bearden updated the Hortonworks board on Hortonworks management discussions with Cloudera management since the previous Hortonworks board meeting, which included a summary overview of Cloudera’s preliminary second quarter results for fiscal year 2019. Following this discussion, the Hortonworks board asked representatives of Qatalyst Partners to reopen negotiations with Cloudera. Representatives of Qatalyst Partners sent representatives of Morgan Stanley a revised non-binding term sheet reflecting an “at-market” ten consecutive trading day average exchange ratio, and a revised governance structure where the combined company’s board of directors would consist of ten total directors, with five directors appointed from the Cloudera board, four directors appointed from Hortonworks’ board, and one director to be designated by Hortonworks and approved by Cloudera and that the committees of the combined company’s board of directors would have an equal number of members from each of Cloudera’s and Hortonworks’ boards.
On August 12, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. The Cloudera M&A Committee discussed the revised non-binding term sheet provided by Hortonworks on August 10, 2018, as well as Hortonworks’ financial performance for the second quarter of 2018, which ended on June 30, 2018. Cloudera management also presented Cloudera’s financial performance for the second quarter of fiscal year 2019 and a discussion ensued. Morgan Stanley informed Qatalyst Partners following this meeting that the Cloudera board was reviewing the proposal and would provide feedback following its review.

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On August 22, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. Cloudera management presented additional detail regarding Cloudera’s financial performance for the second quarter of fiscal year 2019 and a discussion ensued. Following discussion, the Cloudera M&A Committee authorized Morgan Stanley to propose to Qatalyst Partners a fixed exchange ratio reflecting an ownership split where Cloudera stockholders would own 60% and Hortonworks stockholders would own 40% of the combined company. Following discussion, the Cloudera board noted its expectation that progress on the proposed transaction would follow once Cloudera’s second quarter earnings for fiscal year 2019 were released in the coming weeks so that both companies’ latest publicly announced earnings results would be reflected in any discussions regarding the potential transaction.
On August 23, 2018, during a discussion with representatives of Qatalyst Partners, representatives of Morgan Stanley indicated on behalf of Cloudera that a fixed exchange ratio reflecting an ownership split where Cloudera stockholders would own 60% and Hortonworks stockholders would own 40% of the combined company could be possible, but that the parties would need to wait until after the upcoming earnings release for Cloudera before being able to evaluate on both sides.
The Hortonworks board met that same day, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to review the proposal from Cloudera. At the request of Mr. Bearden, representatives of Qatalyst Partners updated the Hortonworks board on their discussion with representatives of Morgan Stanley. Following discussion, the Hortonworks board acknowledged that any progress on the proposed transaction would likely follow Cloudera’s release of second quarter earnings results for fiscal year 2019 in the coming weeks so that both companies’ latest earnings would be reflected in any discussions regarding the potential transaction.
On September 4, 2018, Messrs. Reilly and Bearden met over dinner to have a follow-up discussion regarding the potential transaction and their alignment on business strategy for the combined company.
After close of market trading on September 5, 2018, Cloudera announced its financial results for the second quarter of fiscal year 2019, reporting revenue of $110.3 million, an increase of 23% compared to the second quarter of fiscal year 2018. Cloudera also reported guidance for results in the third quarter of 2018 and fiscal year 2019 exceeding analyst expectations. Shares of Cloudera common stock began trading on September 6, 2018 at a trading price of $16.26 per share, as compared to the closing price of $14.41 per share the prior trading day, reflecting a gain of almost 13% and closed at a trading price of $17.93, reflecting a 24% gain from the prior day close.
On September 9, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. At Mr. Reilly’s request, Morgan Stanley surveyed the market and analyst response to Cloudera’s earnings announcement and presented to the Cloudera M&A Committee an updated financial analysis of the proposed strategic business combination with Hortonworks, as well as a range of potentially appropriate exchange ratios. The Cloudera M&A Committee discussed Morgan Stanley’s analysis and the potential responses to Hortonworks’ August 10, 2018 non-binding term sheet. Following a discussion, the Cloudera M&A Committee authorized Morgan Stanley to prepare and deliver on behalf of Cloudera to Qatalyst Partners a revised non-binding term sheet proposing an “at-market” exchange ratio based on a ten consecutive trading day average exchange ratio, but not to be greater than a ratio of 1.30 shares of Cloudera common stock for each share of Hortonworks common stock, or less than a ratio of 1.20 shares of Cloudera common stock for each share of Hortonworks common stock. Fenwick also reviewed for the Cloudera M&A Committee certain key issues presented by the draft merger agreement that Fenwick had been preparing. Following discussion of these issues, the Cloudera M&A Committee authorized Fenwick to prepare the draft in accordance with the following principles: (1) no termination rights for either party upon its board’s receipt of a superior proposal, (2) a reciprocal $60 million termination fee payable by either party upon certain triggering events, and (3) reciprocal expense reimbursement (capped at $10 million) if the other party could not obtain its stockholder vote. The Cloudera M&A Committee also authorized Cloudera management to enter into a mutual exclusivity agreement with Hortonworks if Hortonworks were to accept the terms to be presented in the revised non-binding term sheet prepared by Morgan Stanley on behalf of Cloudera.
On September 10, 2018, representatives of Morgan Stanley sent a revised non-binding term sheet on behalf of Cloudera to Qatalyst Partners proposing an “at-market” exchange ratio based on the ten consecutive trading day average exchange ratio, but not to be greater than 1.30 or less than 1.20 shares of Cloudera common stock for each share of Hortonworks common stock.
On September 11, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the revised non-binding term sheet. Mr. Bearden updated the Hortonworks board on the most recent proposal from Cloudera. At Mr. Bearden’s request, representatives of Qatalyst Partners delivered a presentation

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to the Hortonworks board on Cloudera’s proposal. Representatives of Qatalyst Partners also reviewed with the Hortonworks board Cloudera’s recent second quarter earnings announcement. The Hortonworks board discussed Qatalyst Partners’ presentation and the potential responses to Cloudera’s proposal. Following such discussion, the Hortonworks board authorized representatives of Qatalyst Partners to send a revised non-binding term sheet to representatives of Morgan Stanley on behalf of Hortonworks reflecting a fixed exchange ratio of 1.50 shares of Cloudera common stock for each share of Hortonworks common stock.
Also on September 11, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the revised non-binding term sheet received from Hortonworks. Mr. Reilly updated the Cloudera M&A Committee on the most recent proposal from Hortonworks. At Mr. Reilly’s request, Morgan Stanley reviewed with the Cloudera M&A Committee an initial analysis of Hortonworks’ proposal. The Cloudera M&A Committee discussed Morgan Stanley’s analysis and the potential responses to Hortonworks’ proposal. Following such discussion, the Cloudera M&A Committee authorized Morgan Stanley to propose to Qatalyst Partners, on Cloudera’s behalf, an “at-market” exchange ratio based on a ten consecutive trading day average exchange ratio at the time of the signing of a definitive agreement without any minimum or maximum and to indicate that such proposal represented the “limit” for the Cloudera M&A Committee.
On September 12, 2018, representatives of Morgan Stanley sent a revised non-binding term sheet on behalf of Cloudera to representatives of Qatalyst Partners reflecting an “at-market” exchange ratio based on a ten consecutive trading day average exchange ratio.
That same day, the Hortonworks board held a telephonic meeting , together with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the proposal. Representatives of Qatalyst Partners updated the Hortonworks board on its discussions with representatives of Morgan Stanley regarding the proposed transaction, informing the Hortonworks board that the Cloudera M&A Committee met the prior evening to consider Hortonworks’ proposal, and that earlier that day, representatives of Morgan Stanley had sent a revised non-binding term sheet on behalf of Cloudera to representatives of Qatalyst Partners, reflecting an “at-market” exchange ratio that representatives of Morgan Stanley had characterized as the “limit” for the Cloudera M&A Committee. The Hortonworks board discussed the desirability of an evenly split board or a process whereby Hortonworks would have the right to nominate an independent director to the combined company’s board, subject to Cloudera’s approval. The Hortonworks board also engaged in further discussion around the post-closing management of the combined company, including the intended business plan and go-forward strategy of Mr. Reilly, who would serve as Chief Executive Officer of the combined company. Following such discussion, the Hortonworks board determined that it would be helpful as part of its deliberations to have Mr. Reilly present his strategy and vision for the combined company to the Hortonworks board, prior to the parties beginning mutual due diligence, entering into exclusivity terms and negotiating a definitive agreement. The Hortonworks board also discussed the proposed exchange ratio in light of the potential benefits of a transaction between the two companies.
On September 13, 2018, the Cloudera M&A Committee met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks.
On September 14, 2018, after the exchange of a series of non-binding term sheets following the September 12, 2018 Hortonworks board meeting and subject to Mr. Reilly’s presentation to the Hortonworks board, Cloudera and Hortonworks tentatively agreed on the terms of a revised term sheet reflecting the exchange ratio last proposed by Cloudera and subject to resolution of Hortonworks’ proposal for a right to nominate in good faith an independent director to the combined company’s board, subject to Cloudera’s approval in good faith.
On September 18, 2018, Mr. Reilly presented to certain members of the Hortonworks board, with representatives from Hortonworks management and Latham present, and certain members of the Cloudera board, with representatives of Cloudera management and Fenwick present, on his strategy and vision for the combined company. Following the meeting, a representative of Fenwick and a representative of Latham discussed a possible route to resolution of the process by which a tenth director would be selected through direct discussions between representatives of each company’s board.
On September 19, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the status of the potential transaction with Cloudera. Mr. Bearden was unable to attend this meeting. Mr. Fenton led a discussion regarding Mr. Reilly’s presentation to the Hortonworks board on September 18, 2018. The Hortonworks board agreed that subject to follow-up discussions with Mr. Bearden regarding his views on the presentation, Hortonworks and Cloudera would enter into mutual exclusivity with respect to the potential transaction until October 1, 2018, in order to begin mutual due diligence and negotiation of the final terms of the transaction, including the

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process for selection of a tenth director. Later on the same day, Mr. Fenton had a discussion with Mr. Bearden about Mr. Reilly’s presentation to the Hortonworks board.
That same day, the Cloudera board held a regularly scheduled meeting, with representatives of Cloudera management, Fenwick and Morgan Stanley present, and discussed the status of discussions with Hortonworks, during which the Cloudera board provided guidance on the discussions with Hortonworks, including deferring discussion for the process of selecting a tenth director to be completed in parallel with negotiation of a definitive merger agreement. The Cloudera board also reaffirmed its authorization for Cloudera management to enter into a mutual exclusivity agreement with Hortonworks.
On September 20, 2018, in accordance with the Hortonworks board meeting the prior day, Cloudera and Hortonworks entered into an agreement providing for exclusive negotiations through October 1, 2018 (the “Exclusivity Agreement”), in order to begin mutual due diligence and negotiate the definitive terms of the transaction.
Also on September 20, 2018, Cloudera, through Fenwick, delivered an initial draft of the merger agreement to Latham.
On September 21, 2018, Cloudera and Hortonworks each provided the other party and their respective representatives access to its electronic data room. Between September 21, 2018 and October 3, 2018, the parties continued to conduct mutual due diligence.
Between September 20, 2018 and September 24, 2018, Hortonworks reviewed the proposed merger agreement with Latham and Qatalyst Partners and discussed key issues in connection with the merger agreement, including the reciprocal lack of termination rights upon the board’s receipt of a superior proposal, a reciprocal $60 million termination fee payable upon certain triggering events, reciprocal expense reimbursement (capped at $10 million) if the other party could not obtain its stockholder vote, the treatment of equity awards and the appropriate outside termination date for the merger agreement.
On September 21, 2018, Fenwick delivered an initial draft of the form of support agreement to Latham.
On September 22, 2018, Ms. Hammonds and Mr. Cormier held a discussion about the potential transaction, including governance matters.
On September 23, 2018, Messrs. Fenton and Cormier met with Mr. Cole, the Lead Director and proposed Chairman of the Cloudera board, and Ms. Hammonds, who served as Chair of the M&A Committee, to discuss the process for selection of a potential tenth director, as well as potential independent director candidates for the combined company board of directors.
On September 24, 2018, Latham delivered a revised draft of the form of support agreement to Fenwick.
On September 25, 2018, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of discussions with Hortonworks. The Cloudera board also reviewed the long-term financial model prepared by management reflecting certain financial forecasts for Cloudera as a stand-alone company (the “Cloudera Financial Forecasts,” which are described beginning on page 71 of this joint proxy statement/prospectus under the heading “ Certain Financial Projections Utilized in Connection with the Merger ”). Following discussion, the Cloudera board approved the Cloudera Financial Forecasts, subject to certain modifications discussed by the Cloudera board. The Cloudera board also approved sharing the Cloudera Financial Forecasts with Hortonworks.
Between September 25, 2018 and September 29, 2018, various discussions occurred between and among Messrs. Fenton, Cormier and Cole and Ms. Hammonds regarding a proposal for a process for mutual agreement by a majority of the continuing independent directors regarding governance matters, including the process for selection of the tenth director to be included in the merger agreement.
On September 26, 2018, the Hortonworks board met, with representatives of Hortonworks management and Latham present, to review the long-term financial model prepared by management reflecting certain financial forecasts for Hortonworks as a stand-alone company (the “Hortonworks Financial Forecasts,” which are described beginning on page 72 of this joint proxy statement/prospectus under the heading “ Certain Financial Projections Utilized in Connection with the Merger ”). Following discussion, the Hortonworks board approved the Hortonworks Financial Forecasts, subject to certain modifications discussed by the Hortonworks board. The Hortonworks board also approved sharing the Hortonworks Financial Forecasts with Cloudera.
Between September 26, 2018 and September 29, 2018, Latham and Fenwick negotiated subsequent drafts of the merger agreement. In particular, Hortonworks conveyed its position that the draft should include a reciprocal right to terminate upon a board’s receipt of a superior proposal, a termination fee representing 3% of each party’s equity value, continuity of salary

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and benefits at their existing levels for a period of at least 12 months for Hortonworks’ employees in the combined company upon closing and the termination of the support agreements upon a change in board recommendation.
On September 27, 2018, Messrs. Davidson and Frankola, together with representatives of Qatalyst Partners and Morgan Stanley, met to discuss the long-term financial model for each company on a stand-alone basis and to discuss a framework for a long-term financial model for the combined company based on the combined company’s projections (the “Combined Company Financial Forecasts,” which are described beginning on page 73 of this joint proxy statement/prospectus under the heading “ Certain Financial Projections Utilized in Connection with the Merger ”).
That same day, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of negotiations with Hortonworks. At Mr. Reilly’s request, Fenwick provided an update on the most recent draft of the merger agreement received from Latham, and the primary remaining issues, including Hortonworks’ stated desire for a reciprocal right to terminate upon a board’s receipt of a superior proposal and a termination fee representing 3% of each party’s equity value and the final formulation for the governance matters.
Following this meeting, Fenwick and Latham discussed the open issues in the merger agreement, and Fenwick proposed termination fees of $63 million payable by Hortonworks, and $83 million payable by Cloudera. On September 29, 2018, Latham delivered a revised draft of the merger agreement to Fenwick, which provided for a reciprocal termination right in connection with a superior proposal, and indicated that the amounts of the parties’ respective termination fees remained an open issue.
On September 30, 2018, members of management from each of Hortonworks and Cloudera engaged in a technical discussion regarding each company’s product offerings and the potential compatibility of the companies’ products. On that same day, representatives of Fenwick and Latham participated in a telephonic discussion regarding certain key issues in the merger agreement. Later that day, Fenwick delivered a revised draft of the merger agreement to Latham, which resolved several of the open items, but continued to reject Hortonworks’ demand for a reciprocal termination right in connection with a superior proposal. This revised draft reflected a termination fee of $63 million payable by Hortonworks and $83 million payable by Cloudera. The parties continued to also discuss certain governance and employee benefits matters.
On October 1, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, to discuss the status of negotiations with Cloudera. At the meeting, representatives of Latham summarized the key terms of the merger agreement for the Hortonworks board, including the conditions under which the merger could be terminated by either party, the conditions under which a termination fee would be payable, the amount of the termination fee and results of the negotiations regarding interim operating covenants. Representatives of Hortonworks management reviewed with the Hortonworks board the Combined Company Financial Forecasts. Representatives of Qatalyst Partners then presented preliminary financial analyses with respect to the proposed business combination with Cloudera based on the Hortonworks Financial Forecasts and the Combined Company Financial Forecasts provided by Hortonworks management. Latham also reviewed with the Hortonworks board its fiduciary duties in connection with the proposed acquisition and discussed with the Hortonworks directors the support agreements that they would be asked to sign in connection with the transaction in their capacities as stockholders of Hortonworks. After discussion, the Hortonworks board instructed Hortonworks management to continue to negotiate the merger agreement and the form of support agreement and resolve the remaining outstanding issues in line with the feedback provided by the Hortonworks board.
That same day, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of negotiations with Hortonworks. At the meeting, representatives of Morgan Stanley presented its preliminary financial analysis with respect to the proposed business combination with Hortonworks based on the Cloudera Financial Forecasts, the Hortonworks Financial Forecasts and the Combined Company Financial Forecasts, provided by Cloudera management. Representatives of Cloudera management provided an update on Cloudera’s due diligence investigation of Hortonworks. Representatives of Fenwick summarized the key terms of the merger agreement for the Cloudera board, with observations made by Morgan Stanley, including the conditions under which the merger could be terminated by either party, the conditions under which a termination fee would be payable and the amount of the termination fee. Fenwick also reviewed with the Cloudera board its fiduciary duties in connection with the proposed strategic business combination and discussed with the Cloudera directors the support agreements that they would be asked to sign in connection with the transaction in their capacities as stockholders of Cloudera. After discussion, the Cloudera board instructed Cloudera management to continue to negotiate the merger agreement and the form of support agreement and resolve the remaining outstanding issues in line with the feedback provided by the Cloudera board. In addition, the Compensation Committee of the Cloudera board also met and discussed compensation and retention arrangements for the combined company.

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Later on October 1, 2018, Cloudera and Hortonworks entered into an amendment to the Exclusivity Agreement in order to extend the exclusivity period through October 2, 2018.
On October 2, 2018, Latham delivered a revised draft of the merger agreement to Fenwick, which provided for a termination fee for Hortonworks of $65 million, increased the termination fee for Cloudera to $95 million and provided for an extended outside date, and also communicated Hortonworks’ position that the support agreements executed by a party’s directors and officers (and their affiliates) should terminate upon a change in recommendation of the merger by such party’s board in accordance with the merger agreement. The draft merger agreement also conceded to Hortonworks its prior request for a mutual termination right for each party following receipt of a superior proposal. Later that day, Fenwick delivered a revised draft of the merger agreement to Latham, accepting the proposed resolution of the remaining outstanding items on the merger agreement, but continuing to insist that the support agreements would not terminate upon a change of recommendation.
That same day, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, to discuss the status of negotiations with Hortonworks. Representatives of Fenwick summarized the resolution of the final merger agreement issues and updated the Cloudera board on the one remaining issue concerning the support agreements. After discussion, the Cloudera board instructed Cloudera management that it was willing to accept that the support agreements would terminate upon a change of recommendation.
Also on October 2, 2018, Cloudera and Hortonworks entered into an amendment to the Exclusivity Agreement in order to extend the exclusivity period through October 3, 2018.
On October 3, 2018, representatives of Fenwick and Latham had a telephonic discussion of the support agreements. Latham reiterated Hortonworks’ position that the support agreements to be entered into by a party’s directors must terminate upon a change in recommendation by such party’s board, and Fenwick indicated that the Cloudera board was willing to accept this position.
On October 3, 2018, the Hortonworks board met, with representatives of Hortonworks management, Latham and Qatalyst Partners present, for the purpose of reviewing the final terms of the proposed merger agreement. At this meeting, representatives of Latham reviewed the resolution of the remaining issues in the merger agreement and the support agreements, and again reviewed with the Hortonworks board its fiduciary duties in connection with the proposed transaction. Representatives of Qatalyst Partners provided its financial analysis with respect the proposed business combination. At the conclusion of the financial analysis, Qatalyst Partners rendered its oral opinion that, as of the date of such opinion and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the exchange ratio to be received pursuant to and in accordance with, the terms of the merger agreement by the holders of shares of Hortonworks common stock (other than Cloudera or any affiliate of Cloudera), is fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated October 3, 2018, to the Hortonworks board following the October 3, 2018 meeting of the Hortonworks board. For a detailed discussion of the opinion provided by Qatalyst Partners, please see “—Opinion of Hortonworks’ Financial Advisor ” beginning on page 83 of this joint proxy statement/prospectus. After further discussion, the Hortonworks board unanimously (1) approved the merger agreement and the transactions contemplated by the merger agreement, upon the terms and subject to the conditions set forth in the merger agreement, (2) approved the support agreement, (3) determined that the terms of the merger agreement, the support agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Hortonworks and its stockholders, (4) declared that the merger agreement and the support agreement are advisable, (5) directed the merger agreement to be submitted to Hortonworks stockholders for adoption at the Hortonworks stockholder meeting and (6) recommended that Hortonworks stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement.
The same day, the Cloudera board met, with representatives of Cloudera management, Fenwick and Morgan Stanley present, for the purpose of reviewing the final terms of the proposed merger agreement. At this meeting, representatives of Fenwick reviewed the resolution of the remaining issues in the merger agreement and the support agreement, and again reviewed with the Cloudera board its fiduciary duties in connection with the proposed transaction. Representatives of Morgan Stanley provided an update to its financial analysis with respect the proposed business combination. At the conclusion of the financial analysis, Morgan Stanley rendered for the benefit of the Cloudera board its oral opinion, subsequently confirmed in writing on October 3, 2018, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Cloudera. For a detailed discussion of the opinion provided by Morgan Stanley, please

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see “—Opinion of Cloudera’s Financial Advisor ” beginning on page 74 of this joint proxy statement/prospectus. After further discussion, the Cloudera board unanimously (1) approved the merger agreement and the transactions contemplated by the merger agreement, upon the terms and subject to the conditions set forth in the merger agreement, (2) approved the support agreement, (3) determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Cloudera and its stockholders, (4) declared that the merger agreement and the support agreement are advisable, (5) directed the issuance of shares in connection with the merger be submitted to the Cloudera stockholders at the Cloudera stockholder meeting and (6) recommended that Cloudera stockholders approve the issuance of shares in connection with the merger.
Following the closing of trading on October 3, 2018, the parties executed the merger agreement and the support agreements, issued a joint press release announcing entry into the merger agreement and held a joint conference call to discuss the merger.
Reasons for the Merger
Overview
The boards and management teams of both Cloudera and Hortonworks believe that the proposed merger represents the best strategic alternative for delivering increased value to our respective stockholders.
In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of common stock in the merger, the Cloudera board consulted with Cloudera’s senior management and legal and financial advisors.
Cloudera’s and Hortonworks’ respective boards of directors each identified the following anticipated strategic and financial benefits of the merger:
Complementary Businesses . The platforms and research and development capabilities and the services offerings of the two companies are complementary, and should enable the combined company to be positioned as the world’s leading next generation data platform provider and compete more effectively in attractive markets and with larger competitors. The combined company should be stronger than either company on its own, to create the leading enterprise data platform built on modern open source data management technologies with a greater ability to develop new offerings in the data management, data warehousing, machine learning, advanced analytics and IoT markets across hybrid, public, private and multi-cloud environments.
Customer Benefits . Cloudera and Hortonworks expect the combined company to improve Cloudera’s and Hortonworks’ existing ability to expand customer relationships increase the penetration of new customer accounts. Cloudera and Hortonworks believe that the combination of the best elements of the two companies’ platforms into a superior unified platform will provide better and more comprehensive overall solutions for customers and give customers greater confidence in the future direction of data platform development.
Partner Advantages . The combined company will have deep relationships with key partners and more resources to invest in and expand the partner ecosystem. Cloudera and Hortonworks believe the combined company’s superior unified platform will provide a faster path to increased portability of a standardized platform across public cloud providers and private clouds. This will enable partners to be more comfortable investing in and embracing a clear industry standard with a greater breadth of adoption for projects with their customers.
Strategic Vision . Cloudera and Hortonworks have a shared vision of developing the industry’s first enterprise data cloud, including edge, private, public, hybrid and multi-cloud. The combined company intends to offer customers a complete solution-set, spanning workloads from the Edge to AI.
Accelerated Innovation . Cloudera and Hortonworks expect that their combined research and development resources should enable the combined company to meet customer needs more effectively and offer customers a more complete set of offerings, while strengthening the ability of the combined company to continue to develop advanced offerings that meet evolving customer needs and leverage emerging technologies. Further, the combined company will be able to eliminate duplication of effort, better utilize ecosystem resources and free development resources to increase innovation and accelerate the pace of open source and platform development, leading to the data platform of the future.

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Go-To-Market Scale . Cloudera and Hortonworks believe the larger sales organization, greater marketing resources and financial strength of the combined company will lead to improved opportunities for marketing the combined company’s unified platform. In addition, the combination is expected to contribute to increased customer confidence in innovation and the product roadmap. Further, our non‑overlapping offerings represent a major cross‑selling opportunity into our combined customer base.
Synergies . The combined company is expected to realize cost synergies per year after completing the merger due to increased operating efficiencies and leveraging economies of scale, which are estimated to be approximately $130 million in calendar year 2021 and thereafter Cloudera expects the combined company to achieve such benefits from savings in research and development due to extensive overlap in functionality between the two platforms, and the consolidation and reduction of areas of overlap in operating and other expenses, including consolidation of headquarters and other offices, sales and marketing expenses and the expenses of maintaining two separate public companies.
Competitive Strength . The combination enhances our ability to compete with the larger players in the big data market, such as Amazon Web Services, Google Cloud Platform, Microsoft Azure, Oracle, Teradata, and other legacy data management suppliers and cloud platforms that provide modern data architecture solutions .
Stronger Financial Position . The combined company will have greater scale and financial resources, including greater than $1 billion in revenue for fiscal 2020 on a pro forma basis based on the Combined Company Financial Forecasts as described beginning on page 73 of this joint proxy statement/prospectus. In addition, the combined company is expected to have lower operating costs as a percentage of revenues. Cloudera and Hortonworks expect that this stronger financial position will improve the combined company’s ability to support research and development strategies; to respond more quickly and effectively to customer needs, technological change, increased competition and shifting market demand; and to pursue strategic growth opportunities in the future, including acquisitions. See the section entitled “ Certain Financial Projections Utilized in Connection with the Merger ” beginning on page 71 of this joint proxy statement/prospectus.
Stock-for-Stock Transaction with Fixed Exchange Ratio . The fact that the merger consideration is based on a fixed exchange ratio provides certainty as to the number of shares of Cloudera common stock that will be issued to Hortonworks stockholders.
There can be no assurance that the anticipated strategic and financial benefits of the merger will be achieved, including that the anticipated synergies resulting from the merger will be achieved and/or reflected in the trading price of Cloudera common stock following the completion of the merger.
Cloudera’s Reasons for the Merger
Additional factors that the Cloudera board considered in reaching its determination included, but were not limited to, the following:
historical information concerning Cloudera’s and Hortonworks’ respective businesses, prospects, financial performance and condition, operations, technology, product and service offerings, management and competitive position, including public reports concerning results of operations during the most recent fiscal year and fiscal quarter for each company filed with the SEC;
the ongoing transition of Cloudera’s go-to‑market efforts, including the recent transition in sales leadership;
management’s view of the financial condition, results of operations, businesses and prospects of Cloudera and Hortonworks before and after giving effect to the merger;
current financial market conditions and historical market prices, volatility and trading information with respect to the common stock of Cloudera and the common stock of Hortonworks;
the relationship between the market value of the common stock of Hortonworks and the consideration to be paid to stockholders of Cloudera in connection with the merger;
the differentiated product and service offerings of Cloudera and Hortonworks;
the potential for expansion in the growing market for data platform solutions;

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the impact of the merger on Cloudera’s customers, partners and employees;
its understanding of the current and prospective environment in which Cloudera and Hortonworks operate, including national, state and local economic conditions, the competitive environment for companies in the data platform and analytics solutions market generally, and the likely effect of these factors on Cloudera both with and without the proposed transaction;
management’s view of the prospects of Cloudera as an independent company;
other strategic alternatives for Cloudera;
the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, are reasonable;
its review and discussions with Cloudera management concerning the due diligence investigation of Hortonworks, including its review of Hortonworks’s financial condition, results of operation, market areas, growth potential, technology and intellectual property;
the belief that the merger represents a unique strategic opportunity to create a market leader in data management, data warehousing, machine learning, advanced analytics and IoT solutions , a leading next-generation data management platform provider, and stronger competitor against larger scale legacy data management providers, cloud platforms with data management offerings and innovators in our industry;
the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Cloudera board that, as of October 3, 2018 and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Cloudera as set forth in such opinion as more fully described below under “— Opinion of Cloudera’s Financial Advisor beginning on page 74 of this joint proxy statement/prospectus”;
the ability and likelihood of Cloudera and Hortonworks to complete the merger, including their ability to obtain necessary stockholder and regulatory approvals;
the financial and other terms of the merger agreement, expected tax treatment, the prohibitions on Cloudera’s and Hortonworks’s ability to seek alternative acquisition proposals, the termination provisions, and restrictions on the conduct of each of Cloudera’s and Hortonworks’s business between the date of the merger agreement and the date of completion of the merger, each of which it reviewed with its outside legal advisors; and
the requirement that Cloudera or Hortonworks compensate the other in some circumstances if the merger does not occur.
The Cloudera board also considered potential risks relating to the merger and other transactions contemplated by the merger agreement, including the following:
Cloudera management’s attention and Cloudera’s resources may be diverted from the operation of Cloudera’s business and other strategic opportunities and towards the completion of the merger;
Cloudera may not realize all of the anticipated benefits of the merger, including anticipated synergies and maintenance of existing customer and employee relationships
The risk of disruption in the integration of the Hortonworks’s operations, sales infrastructure and research and development activities with those of Cloudera;
the challenges and difficulties relating to integrating the operations of Hortonworks and Cloudera;
the risk that despite the efforts of the combined company, key technical and management personnel might not remain employed by the combined company;
the risk that because the exchange ratio is fixed, the value of the stock to be issued by Cloudera in connection with the merger could fluctuate and increase between the original signing of the merger agreement and the completion of the transactions contemplated by the merger agreement;

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the risk that the combination with Hortonworks might not be completed in a timely manner or at all and the attendant adverse consequences for Cloudera’s and Hortonworks’ respective businesses as a result of the pendency of the combination and operational disruption;
the substantial costs that Cloudera will incur in connection with the merger and other transactions contemplated by the merger agreement, even if they are not consummated;
the risk that either Cloudera stockholders may fail to approve the issuance of the shares of Cloudera common stock in connection with the merger or that Hortonworks stockholders may fail to adopt the merger agreement and approve the transactions contemplated by the merger agreement.
The foregoing discussion of the factors considered by the Cloudera board is not intended to be exhaustive, but, rather, includes the material factors considered by the Cloudera board. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Cloudera common stock in the merger, the Cloudera board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Cloudera board considered all these factors as a whole, including discussions with Cloudera management and legal and financial advisors, and, overall, considered the factors to be favorable to, and to support, its determination.
Recommendation of the Cloudera Board
At a meeting held on October 3, 2018, among other things, the Cloudera board unanimously:
determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Cloudera and its stockholders;
determined that the effective time of the merger and the other transactions contemplated by the merger agreement on the terms and conditions set forth in the merger agreement are advisable and in the best interests of Cloudera and its stockholders;
approved the merger agreement and authorized and directed the officers of Cloudera to execute and deliver the merger agreement for and on behalf of Cloudera;
authorized and directed the officers of Cloudera, for and on behalf of Cloudera, to take all actions necessary to list the shares of Cloudera common stock to be issued in the merger pursuant to the merger agreement on NYSE in order to proceed with the merger and the other transactions contemplated by the merger agreement; and
resolved to recommend that the stockholders of Cloudera approve and vote “FOR” the proposal of the issuance of Cloudera common stock in the merger pursuant to the terms of the merger agreement.
In considering the recommendation of the Cloudera board with respect to the proposal of the issuance of Cloudera common stock in the merger pursuant to the terms of the merger agreement, you should be aware that some of Cloudera’s directors and executive officers may have interests in the merger that are different from, or in addition to, yours. The Cloudera board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the transactions contemplated by the merger agreement, and in recommending that the merger agreement be adopted by Cloudera stockholders. See the section entitled “— Interests of the Directors and Executive Officers of Cloudera in the Merger ” beginning on page  88 of this joint proxy statement/prospectus.
Accordingly, the Cloudera board unanimously recommends that Cloudera stockholders vote “FOR” the Cloudera Common Stock Issuance Proposal.
Hortonworks’ Reasons for the Merger
The Hortonworks board believes that the merger presents a strategic opportunity to create value for Hortonworks stockholders. In reaching its decision to approve the merger agreement and recommend the adoption of the merger agreement to its stockholders, the Hortonworks board consulted with management, as well as its legal advisors and financial advisors, and considered a number of additional factors, including, among others, the following:
current and historical information concerning Hortonworks’ and Cloudera’s respective businesses, operations, management, financial performance and conditions, technology, operations, prospects and competitive position, before and after giving effect to the merger and the merger’s potential effect on long-term stockholder value and

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including public reports concerning results of operations during the most recent fiscal year and fiscal quarter for each company filed with the SEC;
the potential for expansion in the growing market for data platform solutions;
its understanding of the current and prospective environment in which Hortonworks and Cloudera operate, including national, state and local economic conditions, the competitive environment for companies in the data platform solutions market generally, and the likely effect of these factors on Hortonworks, both with and without the proposed transaction;
the belief that the merger represents a strategic opportunity to create an industry standard in data management, machine learning, advanced analytics and IoT solutions, a leading global data management platform provider, and a stronger competitor against legacy data management providers, cloud platforms with data management offerings and innovators in the data management industry;
the complementary nature of Hortonworks’ and Cloudera’s offerings;
the structure of the transaction as a “merger of equals” in which Hortonworks stockholders would have substantial participation in the future growth and value creation of the combined company and the expectation that the Hortonworks board and management would have a meaningful role in the management and governance of the combined company, including, among others, the following:
the fact that four of the nine members of the combined company’s initial board of directors will be current directors of Hortonworks; and
the fact that all Hortonworks employees who continue as Cloudera employees will be provided with substantially the same benefits as similarly situated Cloudera employees;
the perceived similarity in corporate cultures, which would facilitate integration and implementation of the merger;
the belief that the Cloudera senior management team, combined with those members of the Hortonworks senior management team who are continuing with the combined company, are highly skilled and capable of managing the combined company and achieving the long-term value being sought by Cloudera stockholders and Hortonworks stockholders;
the business challenges that Hortonworks was facing, including the operational and business risks of operating as an independent company, the current competitive environment in Hortonworks’ industry as well as general uncertainty surrounding forecasted economic conditions, both in the near-term and long-term;
the fact that Hortonworks stockholders will benefit from any potential appreciation that may be reflected in the value of Cloudera common stock (which future earnings growth rate may represent a different growth rate than Hortonworks’ business on a standalone basis);
the expectation that the transaction will be treated as a tax-free reorganization to Cloudera and Hortonworks and their respective stockholders for U.S. federal income tax purposes (see the section entitled “ Material United States Federal Income Tax Consequences of the Merger ” beginning on page 50 );
the fact that the shares of Cloudera common stock that Hortonworks stockholders will receive pursuant to the merger will be registered and freely tradable following the completion of the merger;
the fact that the merger is not subject to any financing condition;
its review and discussions with Hortonworks management concerning the due diligence investigation of Cloudera, including its review of Cloudera’s financial condition, results of operation, market areas, growth potential, technology and intellectual property;
the opinion of Qatalyst Partners to the Hortonworks board as to the fairness, from a financial point of view and as of October 3, 2018, based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Qatalyst Partners as set forth in the written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of

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Hortonworks common stock (other than Cloudera or any affiliate of Cloudera) as set forth in such opinion as more fully described below under “— Opinion of Hortonworks’ Financial Advisor ”;
the financial projections for Hortonworks prepared by Hortonworks management, which reflected certain assumptions of Hortonworks’ senior management (see “— Certain Financial Projections Utilized in Connection with the Merger” );
the fact that the merger is subject to the approval of the Hortonworks stockholders and that, if an alternative offer affording greater long-term value to Hortonworks stockholders were to be made to the stockholders prior to the completion of the merger, the stockholders could elect not to adopt the merger agreement, and that the Hortonworks board could change its recommendation regarding the merger in certain circumstances;
the ability and likelihood of Cloudera and Hortonworks to complete the merger, including their ability to obtain necessary regulatory approvals and the obligations to attempt to obtain those approvals, and measures taken by Cloudera and Hortonworks to provide reasonable assurance to each other that the merger will occur, including the provisions of the merger agreement that require Cloudera or Hortonworks to compensate the other in some circumstances if the merger does not occur;
the fact that the Hortonworks board may terminate the merger agreement to accept a superior proposal if certain conditions are met, including providing Cloudera an opportunity to match such proposal and the payment of a termination fee to Cloudera of $65 million that is relatively low compared to other selected transactions (see “ Merger Agreement Termination of Merger Agreement Termination by Hortonworks ”);
the requirement that Cloudera pay Hortonworks a termination fee of $95 million in some circumstances if the merger does not occur; and
the belief that the terms and conditions of the merger agreement, including the parties’ mutual representations and warranties, covenants, deal protection provisions and closing conditions, are reasonable for a transaction of this nature.
The Hortonworks board also weighed the factors described above against certain factors and potential risks associated with entering into the merger agreement, including, among others, the following:
the difficulty inherent in integrating the businesses, assets and workforces of two large companies and the risk that the anticipated synergies and other benefits expected from the merger might not be fully realized;
the possibility of customer, supplier, management and employee disruption associated with the merger and integrating the operations of the companies;
the risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;
the risk that the cultures of the two companies may not be as compatible as anticipated;
the fact that the exchange ratio is fixed, indicating that Hortonworks stockholders could be adversely affected by a decrease in the trading price of Cloudera common stock during the pendency of the merger and the fact that the merger agreement does not provide Hortonworks with a price-based termination right or other similar protection;
the restrictions on the conduct of Hortonworks’ and Cloudera’s businesses prior to the completion of the proposed merger, which may delay or prevent Hortonworks or Cloudera from undertaking business opportunities that may arise or other actions either of them would otherwise take or refrain from taking with respect to the operations of Hortonworks and Cloudera pending completion of the proposed merger which could be beneficial to the longer term prospects of Hortonworks as a stand-alone entity or of the combined entity following the completion of the merger;
the fact that the merger restricts Hortonworks from soliciting alternative business combination transactions and limits its ability to provide confidential due diligence information to, or engage in discussions with, a third party interested in pursuing an alternative business combination transaction (see the section entitled “ The Merger Agreement Cloudera and Hortonworks are Required to Terminate Any Existing Discussions with Third Parties and are Prohibited from Soliciting Other Offers ” beginning on page 101 of this joint proxy statement/prospectus);

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the fact that the termination fee to be paid to Cloudera under the circumstances specified in the merger agreement may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, Hortonworks (see the section entitled “ The Merger Agreement Termination; Fees and Expenses ” beginning on page 110 of this joint proxy statement/prospectus);
the fact that Hortonworks’ President and Chief Executive Officer will not be the Chief Executive Officer of the combined company;
the substantial costs that Hortonworks will incur in connection with the merger and other transactions contemplated by the merger agreement, even if they are not consummated, as described under “ The Merger Agreement Termination; Fees and Expenses ” beginning on page 110 ; and the risks described in the section entitled “ Risk Factors—Risk Factors Relating to the Merger ” beginning on page 25 of this joint proxy statement/prospectus; and
the risk that either Cloudera stockholders may fail to approve the issuance of the shares of Cloudera common stock that are issuable in connection with the merger or Hortonworks stockholders may fail to adopt the merger agreement and approve the transactions contemplated by the merger agreement.
The foregoing discussion of the information and factors considered by the Hortonworks board in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Hortonworks board. In view of the wide variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated by the merger agreement, and the complexity of these matters, the Hortonworks board did not find it practicable to, and did not attempt to, quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The Hortonworks board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.
Recommendation of the Hortonworks Board
At a meeting held on October 3, 2018, the Hortonworks board unanimously (1) approved the merger agreement and the transactions contemplated by the merger agreement, upon the terms and subject to the conditions set forth in the merger agreement, (2) authorized management to submit the merger agreement to the Hortonworks stockholders for adoption at the Hortonworks stockholder meeting and (3) recommended that Hortonworks stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement.
In considering the recommendation of the Hortonworks board with respect to the proposal to adopt the merger agreement and approve the transactions contemplated by the merger agreement, you should be aware that some of Hortonworks’ directors and executive officers may have interests in the merger that are different from, or in addition to, yours. The Hortonworks board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the transactions contemplated by the merger agreement, and in recommending that the merger agreement be adopted by Hortonworks stockholders. See the section entitled “— Interests of the Directors and Executive Officers of Hortonworks in the Merger ” beginning on page  88 of this joint proxy statement/prospectus.
Accordingly, the Hortonworks board unanimously recommends that Hortonworks stockholders vote “FOR” the Merger Proposal.
The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Cloudera’s financial performance, Hortonworks’ financial performance or the future financial performance of the combined company. See the sections entitled “Cautionary Statement Regarding Forward-Looking Information” beginning on page 32 and “Risk Factors” beginning on page 25 of this joint proxy statement/prospectus.
Certain Financial Projections Utilized in Connection with the Merger
Cloudera Financial Forecasts
Cloudera has historically prepared and provided public guidance as to its projected financial and operational results for the upcoming fiscal quarter or fiscal year in its press releases announcing its financial results for the immediately preceding quarter or year, as applicable. In addition, Cloudera management has also maintained longer range financial projections for internal budgeting and planning purposes, which management reviews with the Cloudera board from time to time. However, other than the annual and quarterly fiscal guidance discussed above, Cloudera does not in the ordinary course make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods because of, among

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other things, the inherent difficulty of accurately predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may prove incorrect.
In connection with the evaluation of the merger, however, Cloudera management prepared the Cloudera Financial Forecasts which are summarized in the below table. Cloudera is electing to provide the Cloudera Financial Forecasts in this section of the joint proxy statement/prospectus to provide Cloudera and Hortonworks stockholders access to the Cloudera Financial Forecasts that were made available to the Cloudera board and to the Hortonworks board, as well as their respective financial advisors, for purposes of considering and evaluating the merger.
The Cloudera Financial Forecasts were prepared for internal use and reflect numerous estimates and assumptions with respect to matters such as the pace and ultimate level of improvement associated with the go-to-market changes that Cloudera initiated earlier in its fiscal year 2019. These factors are difficult to predict and many of which are beyond Cloudera’s control. The Cloudera Financial Forecasts thus reflect a substantial degree of uncertainty and are subject to periodic revisions based on actual experience and business developments.
Cloudera Financial Forecasts
CY2019E
 
CY2020E
 
CY2021E
 
CY2022E
 
CY2023E
 
(in millions)
Revenue
$
545

 
$
678

 
$
823

 
$
998

 
$
1,203

Non-GAAP EBITDA (1)
$
(9
)
 
$
25

 
$
79

 
$
157

 
$
259

Unlevered Free Cash Flow (2)
$
(113
)
 
$
(104
)
 
$
(72
)
 
$
(29
)
 
$
37

__________________
(1)
Non-GAAP EBITDA is a non-GAAP measure defined as net income (loss) adjusted to exclude the estimated effects of depreciation and amortization, stock-based compensation, interest income (expense), net, and provision for income taxes.
(2)
Unlevered Free Cash Flow is defined as Non-GAAP EBITDA less stock-based compensation, taxes, change in net working capital and capital expenditures.

In addition to the Cloudera Financial Forecasts, Cloudera management presented to Cloudera Board estimates of synergies that could be eliminated in the combined company, including cost synergies per year after completing the merger due to increased operating efficiencies and leveraging economies of scale, which increase to approximately $130 million in calendar year 2021 and thereafter. Additionally, Cloudera management presented to the Cloudera Board an assumption that in calendar year 2020 revenues would be negatively adjusted by $45 million as compared to the sum of the two independent companies’ projected revenues, with amounts in subsequent periods declining to $35 million by calendar year 2023. The primary reason for the revenue adjustment was to reflect operational disruptions associated with the merger, including additional time spent in customer sales cycles to explain the impact of the merger, temporary diversion of resources toward merger planning and integration activities, and changes in Cloudera’s field organization. Cloudera believes these disruptions are customary for a merger of this size, are temporary, and are associated with the activities that help achieve the long-term benefits associated with the transaction.
Hortonworks Financial Forecasts
Hortonworks has historically prepared and provided public guidance as to its projected financial and operational results for the upcoming fiscal quarter or fiscal year in its press releases announcing its financial results for the immediately preceding quarter or year, as applicable. In addition, Hortonworks management has also maintained longer range financial projections for internal budgeting and planning purposes, which Hortonworks management reviews with the Hortonworks board from time to time. However, other than the annual and quarterly fiscal guidance discussed above, Hortonworks does not in the ordinary course make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods because of, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may prove incorrect.
In connection with the evaluation of the merger, however, Hortonworks management prepared the Hortonworks Financial Forecasts which are summarized in the below table. Hortonworks is electing to provide the Hortonworks Financial Forecasts in this section of the joint proxy statement/prospectus to provide Hortonworks and Cloudera stockholders access to the Hortonworks Financial Forecasts that were made available to the Hortonworks board and to the Cloudera board, as well as their respective financial advisors, for purposes of considering and evaluating the merger.
The Hortonworks Financial Forecasts were prepared for internal use and reflect numerous estimates and assumptions with respect to matters such as future industry performance and competition, general business, economic, market and geopolitical conditions, and additional matters specific to Hortonworks’ business, all of which are difficult to predict and

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many of which are beyond Hortonworks’ control. The Hortonworks Financial Forecasts thus reflect a substantial degree of uncertainty and are subject to periodic revisions based on actual experience and business developments.
Hortonworks Financial Forecasts
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