Qualtrics International Inc. is the global pioneer of the experience management (XM) software category that enables organisations to thrive in today’s experience economy. The vendors in the transaction are Sequoia Capital, Insight Venture Partners, Accela Inc. and the Smith family, founders of Qualtrics.
Under the terms of the agreement, SAP will acquire all outstanding shares of Qualtrics for $8bn in cash. SAP has secured financing in the amount of €7bn ($7.9bn) to cover the purchase price and acquisition-related costs. The purchase price includes unvested employee incentive compensation and cash on the balance sheet at the close. The acquisition is expected to close in the first half of 2019.
SAP CEO Bill McDermott said: “The combination of Qualtrics and SAP reaffirms experience management as the groundbreaking new frontier for the technology industry. SAP already touches 77% of the world’s transactions. When you combine our operational data with Qualtrics’ experience data, we will accelerate the XM category with an end-to-end solution with immediate global scale."
Based on the stockholders section of the prospectus, the Smiths will make about $3.3bn from the deal. Venture firm Accel's shares are worth about $1.5bn, followed by $1.35bn for Insight Venture Partners and $910m for Sequoia.
Qatalyst Partners and Goodwin Procter advised Qualtrics, while JP Morgan and Jones Day advised SAP.
Veritas Capital and Elliott Management acquired athenahealth for $5.7bn.
Veritas Capital and Elliott Management acquired athenahealth, a publicly traded American company that provides network-enabled services for healthcare and point-of-care mobile apps, for $5.7bn in cash. Under the terms of the agreement, athenahealth shareholders will receive $135 in cash per share. The per share purchase price represents a premium of approximately 12% over the company's closing stock price on November 9, 2018.
Following the closing, Veritas and Evergreen, an affiliate of Elliott, expect to combine athenahealth with Virence Health, the GE Healthcare Value-based Care assets that Veritas acquired earlier this year. The combined business is expected to be a leading, privately-held healthcare information technology company with an extensive national provider network of customers and world-class products and solutions to help them thrive in an increasingly complex environment.
"After a thorough strategic review process, we have decided to enter this agreement with Veritas, which we believe maximises value for our shareholders and accelerates our goal to transform healthcare," said Jeff Immelt, Executive Chairman of athenahealth.
Centerview Partners, Lazard and Weil Gotshal and Manges advised athenahealth. Deutsche Bank, RBC Capital Markets and Gibson Dunn & Crutcher advised Elliott Management Corporation. Schulte Roth & Zabel advised Veritas Capital.
Vista Equity acquired Apptio for $1.94bn.
Apptio Inc. is a Bellevue, Washington-based company founded in 2007 that develops technology business management software as a service application. Apptio shareholders will receive $38.00 in cash per share, representing a 53% premium to the unaffected closing price as of November 9, 2018.
"Today, with companies across sectors increasingly depending on technology to stay competitive, IT is becoming a critical component for every business on the planet, and Apptio has created the leading platform to help customers manage this new paradigm," said Brian Sheth, co-founder and president of Vista. "We're thrilled to partner with Sunny and the entire Apptio team on the next chapter in the company's growth."
Qatalyst Partners and Wilson Sonsini Goodrich & Rosati advised Apptio. Kirkland & Ellis advised Vista Equity.
Eastman Kodak Company is a technology company focused on imaging. It expects to receive a total value of up to $390m, comprised of the following components: base purchase price of $340m, subject to purchase price adjustments; potential earn-out payments of up to $35m over the period through 2020 based on achievement by the business of agreed-upon performance metrics; and $15m payable by Montagu to Kodak at the closing as a prepayment for various services.
“This transaction is an important turning point in our transformation and is a significant, positive development for Kodak,” said Jeff Clarke, CEO of Kodak. “The sale of the Flexographic Packaging Division unlocks value for shareholders and strengthens our financial position by providing a meaningful infusion of cash which allows us to reduce debt, improving the capital structure of the Company and enabling greater flexibility to invest in our growth engines.”
Bain & Co, Ernst & Young and Linklaters advised Montagu. UBS and Akin Gump Strauss Hauer & Feld advised Kodak.
Trimaran Advisors is a US-based investment manager with expertise in managing collateralised loan obligations. The purchase price of $37.8m will be paid in cash.
Trimaran currently manages six CLOs with approximately $3bn of assets under management. Following the close of the transaction, Trimaran’s Chief Investment Officer and head of its CLO platform, Dominick Mazzitelli, will continue to lead the business, supported by the existing management team.
“Trimaran is a well-respected CLO manager with a seasoned team of investment professionals, whose strategy complements our deep structured credit expertise,” said Greg Lippmann, Chief Investment Officer of LibreMax. “The addition of Trimaran expands our core products — diversifying our platform and offering our investors access to an asset class that has performed well through various credit cycles.”
LibreMax Capital was advised by Schultze Roth & Zabel.
Quadrant Management ponders sale of QMES.
According to various sources, Quadrant Management is exploring the sale of QMES LLC, the East Coast-concentrated distributor of oxygen-therapy products and other durable medical equipment, according to four sources. Founded in 2012, Qmes LLC provides durable medical equipment and respiratory therapy services through its affiliates, Ocean Medical, Montgomery Medical, Landauer/MedStar and Roberts Home Medical on behalf of more than 500,000 patients in New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and West Virginia.
JP Morgan is said to advise on the matter.
Nuance Communications and Thoma Bravo close to reaching a deal.
According to a Reuters report, speech-recognition software provider Nuance Communications Inc is nearing a deal to sell its imaging division to Kofax, a company owned by Thoma Bravo LLC, for about $500m. The divestment comes as Nuance, which has a market capitalisation of roughly $5bn, is seeking to focus on its most profitable businesses. It is the first major move by Mark Benjamin, who took over as Nuance’s CEO in March. The deal could be announced as early as this week, the sources said, cautioning that negotiations could always fall apart at the last minute and asking not to be identified because the matter is confidential.
Thoma Bravo formed the company Kofax in 2017 after it combined Hyland Software and the enterprise business it acquired from printer company Lexmark.
