Kirkland, Wachtell Build $10.2 Billion PE Purchase of RealPage

Kirkland is mentioned in Law360 regarding the Firm's role in Thoma Bravo's acquisition of RealPage Inc.

Private equity firm Thoma Bravo will buy Texas-based property management software company RealPage Inc. for roughly $10.2 billion, including debt, in a deal unveiled Monday that was constructed by Kirkland and Wachtell.

The transaction adds to Thoma Bravo's portfolio a business in Richardson, Texas-headquartered RealPage that was founded in 1998 and provides property management software, according to a statement.

"RealPage's industry leading platform is critical to the real estate ecosystem and has tremendous potential going forward," Orlando Bravo, founder and managing partner for Thoma Bravo, said in a statement.

"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," he said.

Under the terms of the all-cash transaction, RealPage stockholders will receive $88.75 per share, to be paid upon the deal's closing. That represents a premium of almost 31% to RealPage's closing stock price on Dec. 18, and a 36.5% premium to the company's average closing price over the last 30 days.

RealPage will maintain its current headquarters, and existing chairman and CEO Steve Winn will stay on board to lead the company.

Winn said in the press release that the deal "will enhance our ability to focus on executing our long-term strategy and delivering even better products and services to our clients and partners."

The agreement includes a "go-shop" provision that enables RealPage to actively solicit alternative offers for 45 days.

The deal is subject to customary closing conditions, including approval by RealPage stockholders and regulatory approvals. The companies expect to close the transaction during the second quarter of 2021.

Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo, with Goldman Sachs & Co. LLC acting as financial adviser.

The Kirkland team was led by transactional partners Jerry Nowak, Corey Fox, Bradley Reed and Dan Hoppe, with associates Kristen Molloy, Kelsey Chetosky, Maria Fay Karras and Adam DeSantis. The team also includes intellectual property partners Seth Traxler and Aaron Lorber and associates Scottie Shermetaro and Jeff Seroogy; debt finance partners Brian Ford and Kyle Gillen and associate Joe Patterson; banking regulatory partner Edwin del Hierro; tax partners Kevin Coenen and Adam Kool and associate Steven Cantor; employee benefits partner Alex Mihalas and associate Jack Amaro; executive compensation partners Michael Falk and Ian Sherwin and associates Brian Valcarce and Alex Freund; environmental transactions partner Stefanie Gitler and associate Madison McMurray; real estate partner John Caruso; international trade partner Anthony Rapa and associate Matt O'Hare; employment and labor partner Michael Schulman, of counsel Evangelia Podaras and associate Alexis Grinstead; antitrust and competition partners James Mutchnik, Jacob Boyars and Sally Evans, and associates Chris Boyd and Kelsey Laugel; insurance partner partner Parimah Hassouri; energy regulatory partner Bob Fleishman and associate Cassidy Hall; litigation partner Dan Kearney; derivatives partner Scott Gordon; and director of M&A clearance Kurt Wunderlich.

Wachtell Lipton Rosen & Katz is acting as legal counsel to RealPage, with BofA Securities serving as financial adviser.

The Wachtell Lipton team is led by corporate partners Andrew J. Nussbaum and Zachary S. Podolsky, and includes corporate associates Elizabeth A. Ingriselli and Stefan A. Rajiyah; antitrust partner Ilene Knable Gotts and associate Katharine R. Haigh; executive compensation and benefits partner Adam J. Shapiro; finance partner Joshua A. Feltman, counsel Neil M. Snyder and associate John H. Bailey; regulatory partner Richard K. Kim; and tax partner Jodi J. Schwartz and associate Elizabeth N. Brandt.