RealPage Stockholders to Receive $88.75 Per
Share in Cash
Transaction Provides Significant Premium to
RealPage Stockholders
RealPage, Inc. (NASDAQ: RP), a leading global provider of
software and data analytics to the real estate industry, today
announced it has entered into a definitive agreement to be acquired
by Thoma Bravo, a leading private equity investment firm focused on
the software and technology-enabled services sector, in an all-cash
transaction that values RealPage at approximately $10.2 billion,
including net debt.
Under the terms of the agreement, RealPage stockholders will
receive $88.75 in cash per share of RealPage common stock upon
closing of the transaction. The purchase price represents a premium
of 30.8% over RealPage’s closing stock price of $67.83 on December
18, 2020, a premium of 36.5% over RealPage’s 30-day volume-weighted
average share price through that date, and a premium of 27.8% over
RealPage’s all-time high closing stock price of $69.47 on December
7, 2020. The RealPage Board of Directors has unanimously approved
the agreement with Thoma Bravo and recommends that RealPage
stockholders vote in favor of the transaction at the special
meeting of RealPage stockholders to be called in connection with
the transaction.
Upon completion of the transaction, RealPage expects to continue
operating under the leadership of Chairman and CEO Steve Winn and
the existing RealPage leadership team based in Richardson,
Texas.
“We believe this transaction will provide immediate and
substantial value to RealPage stockholders, reflecting the
tremendous work that our employees have done to build this company.
I am immensely proud of that work and also pleased that the
transaction will provide us the opportunity to work with Thoma
Bravo, a firm with tremendous software investment and operational
capabilities. This will enhance our ability to focus on executing
our long-term strategy and delivering even better products and
services to our clients and partners,” commented Steve Winn,
Chairman of the Board and Chief Executive Officer of RealPage.
“RealPage’s industry leading platform is critical to the real
estate ecosystem and has tremendous potential going forward,” said
Orlando Bravo, Founder and a Managing Partner of Thoma Bravo. “Our
firm has a track record of acquiring cutting edge software
providers to specialized industries and driving their innovation
and growth while remaining true to their core business and
customers. Together, RealPage and Thoma Bravo can partner to grow
the company’s market offerings and enhance its current capabilities
to capitalize on the increasingly complex and expanding real estate
market.”
“We are thrilled to partner with Steve and the RealPage team at
this exciting milestone in the company’s journey,” said Scott
Crabill, a Managing Partner at Thoma Bravo. “As technology
transformation takes on increasing importance in the real estate
industry, RealPage’s diverse and innovative portfolio of products
and solutions puts the company in prime position to accelerate its
market leadership. We look forward to applying Thoma Bravo’s
operational and investment expertise in software to help drive
RealPage’s continued growth and identify attractive M&A
opportunities.”
Transaction Details
Closing of the transaction is subject to customary conditions,
including approval by the holders of a majority of the outstanding
shares of RealPage common stock, expiration or early termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and receipt of other required regulatory
approvals. A special meeting of RealPage stockholders will be held
in early 2021, following the filing of a definitive proxy statement
with the U.S. Securities and Exchange Commission. Mr. Winn and
certain affiliated entities, which collectively own approximately
10% of the outstanding shares of RealPage common stock, have
entered into a voting agreement with Thoma Bravo pursuant to which
they have agreed, among other things, to vote their shares of
RealPage common stock in favor of the merger, and against any
competing transaction, so long as, among other things, the RealPage
Board of Directors continues to recommend that RealPage
stockholders vote in favor of the merger.
Consistent with the Board’s commitment to maximizing stockholder
value, under the terms of the definitive merger agreement,
RealPage’s Board of Directors and advisors may actively initiate,
solicit and consider alternative acquisition proposals during a
45-day “go shop” period. RealPage has the right to terminate the
merger agreement to accept a superior proposal during the go-shop
period, subject to the terms and conditions of the merger
agreement. There can be no assurances that this process will result
in a superior proposal, and RealPage does not intend to disclose
developments with respect to this solicitation process unless and
until RealPage’s Board of Directors makes a determination requiring
further disclosure.
The parties expect the transaction to close in the second
quarter of 2021. Upon completion of the transaction, RealPage will
become a privately held company, and its common stock will no
longer be listed on the NASDAQ stock market.
BofA Securities is acting as financial advisor to RealPage, and
Wachtell, Lipton, Rosen & Katz is acting as its legal counsel.
Financing for the transaction is being provided by Goldman Sachs
& Co. LLC. Goldman Sachs & Co. LLC is also serving as
financial advisor to Thoma Bravo, and Kirkland & Ellis LLP is
serving as its legal counsel.
About RealPage
RealPage provides a technology platform that enables real estate
owners and managers to change how people experience and use rental
space. Clients use the platform to gain transparency in asset
performance, leverage data insights and monetize space to create
incremental yields. Founded in 1998 and headquartered in
Richardson, Texas, RealPage currently serves over 19 million units
worldwide from offices in North America, Europe and Asia. For more
information about RealPage, please visit
https://www.RealPage.com.
About Thoma Bravo
Thoma Bravo is a leading private equity firm focused on the
software and technology-enabled services sectors. With more than
$73 billion in assets under management as of September 30, 2020,
Thoma Bravo partners with a company’s management team to implement
operating best practices, invest in growth initiatives and make
accretive acquisitions intended to accelerate revenue and earnings,
with the goal of increasing the value of the business. The firm has
offices in San Francisco and Chicago. For more information, visit
thomabravo.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws. Such
forward-looking statements include statements relating to
RealPage’s strategy, goals, and future focus areas; the value of
the proposed transaction to RealPage stockholders; that RealPage
will continue to operate under current leadership based in
Richardson, Texas; the opportunity for RealPage to work with Thoma
Bravo and its software investment and operational capabilities, and
that this will enhance RealPage’s ability to focus on executing
long-term strategy and delivering better products and services to
clients and partners; that RealPage’s industry leading platform is
critical to the real estate ecosystem and has tremendous potential
going forward; plans for growing RealPage’s market offerings and
enhancing its current capabilities to capitalize on the
increasingly complex and expanding real estate market; RealPage’s
position to accelerate market leadership with its diverse and
innovative portfolio of products; and plans for applying Thoma
Bravo’s unmatched operational and investment expertise in software
to help drive RealPage’s continued growth and identify attractive
M&A opportunities.
These forward-looking statements are based on RealPage
management's beliefs and assumptions and on information currently
available to management. Forward-looking statements include all
statements that are not historical facts and may be identified by
terms such as “expects,” “believes,” “plans,” or similar
expressions and the negatives of those terms. These forward-looking
statements involve known and unknown risks, uncertainties, and
other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements, expressed or implied by the
forward-looking statements, including the uncertainty associated
with the potential impacts of the COVID-19 pandemic on RealPage’s
business, financial condition, and results of operations.
Additional factors that could cause or contribute to such
differences include, but are not limited to, the following: (a)
risks related to the satisfaction of the conditions to closing the
proposed transaction (including the failure to obtain necessary
regulatory approvals and the requisite approval of the
stockholders) in the anticipated timeframe or at all; (b) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (c) risks
related to disruption of management's attention from RealPage’s
ongoing business operations due to the proposed transaction; (d)
disruption from the proposed transaction making it difficult to
maintain business and operational relationships, including
retaining and hiring key personnel and maintaining relationships
with its customers, vendors and others with whom it does business;
(e) significant transaction costs; (f) the risk of litigation
and/or regulatory actions related to the proposed transaction; (g)
the possibility that general economic conditions, including leasing
velocity or other uncertainty, and conditions and uncertainty
caused by the COVID-19 pandemic, could cause information technology
spending, particularly in the rental housing industry, to be
reduced or purchasing decisions to be delayed; (h) an increase in
insurance claims; (i) an increase in client cancellations; (j) the
inability to increase sales to existing clients and to attract new
clients; (k) RealPage’s failure to integrate recent or future
acquired businesses successfully or to achieve expected synergies,
including recently completed acquisitions of Chirp, Stratis, Modern
Message, Buildium, Investor Management Services, Simple Bills,
Hipercept, and Lease Term Solutions; (l) the timing and success of
new product introductions by RealPage or its competitors; (m)
changes in RealPage’s pricing policies or those of its competitors;
(n) developments with respect to legal or regulatory proceedings;
(o) the inability to achieve revenue growth or to enable margin
expansion; (p) changes in RealPage’s estimates with respect to its
long-term corporate tax rate or any other impact from the Tax Cuts
and Jobs Act; and (q) such other risks and uncertainties described
more fully in documents filed with or furnished to the Securities
and Exchange Commission (“SEC”) by RealPage, including its Annual
Report on Form 10-K previously filed with the SEC on March 2, 2020
and its Quarterly Report on Form 10-Q previously filed with the SEC
on November 6, 2020. All information provided in this release is as
of the date hereof and RealPage undertakes no duty to update this
information except as required by law.
Additional Information and Where to Find It
In connection with the proposed transaction between RealPage and
Thoma Bravo, RealPage will file with the SEC a preliminary Proxy
Statement of RealPage (the “Proxy Statement”). RealPage plans to
mail to its stockholders a definitive Proxy Statement in connection
with the proposed transaction. REALPAGE URGES YOU TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT REALPAGE, THOMA BRAVO, THE
PROPOSED TRANSACTION AND RELATED MATTERS. You will be able to
obtain a free copy of the Proxy Statement and other related
documents (when available) filed by RealPage with the SEC at the
website maintained by the SEC at www.sec.gov. You also will be able
to obtain a free copy of the Proxy Statement and other documents
(when available) filed by RealPage with the SEC by accessing the
Investor Relations section of RealPage’s website at
investor.realpage.com or by contacting RealPage’s Investor
Relations at IR@realpage.com or calling (972) 810-8138.
Participants in the Solicitation
RealPage and certain of its directors, executive officers and
employees may be considered to be participants in the solicitation
of proxies from RealPage’s stockholders in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of RealPage in connection with the
proposed transaction, including a description of their respective
direct or indirect interests, by security holdings or otherwise
will be included in the Proxy Statement when it is filed with the
SEC. You may also find additional information about RealPage’s
directors and executive officers in RealPage’s proxy statement for
its 2020 Annual Meeting of Stockholders, which was filed with the
SEC on April 29, 2020 and in subsequently filed Current Reports on
Form 8-K and Quarterly Reports on Form 10-Q. You can obtain free
copies of these documents from RealPage using the contact
information above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201221005229/en/
RealPage Investor Relations Steve Calk 972-810-8138
IR@RealPage.com
Thoma Bravo Communications Megan Frank 212-731-4778
mfrank@thomabravo.com
Finsbury Andrew Johnson 914-497-5138
andrew.johnson@finsbury.com
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