Thoma Bravo to acquire RealPage in $10.2bn take-private transaction

The parties expect the transaction to close in the second quarter of 2021, following which RealPage will no longer be listed on the NASDAQ stock market.

RealPage, a real estate-focused software and data analytics company, has agreed to be acquired by Thoma Bravo. The all-cash take-private transaction values RealPage at approximately $10.2 billion including net debt.

PRESS RELEASE

RICHARDSON, Texas & SAN FRANCISCO — December 21, 2020 – 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.