PowerSchool to be acquired by Bain Capital for $22.80 per share in cash

PowerSchool announced that it has entered into a definitive agreement to be acquired by Bain Capital in a transaction valuing the Company at $5.6B. Under the terms of the agreement, PowerSchool stockholders will receive $22.80 per share in cash upon completion of the proposed transaction. The per share purchase price represents a premium of 37% over PowerSchool’s unaffected share price of $16.64 as of May 7, the last trading day prior to media reports regarding a potential transaction. Vista Equity Partners and Onex Partners will continue to have minority investments in PowerSchool. Following the recommendation of a special committee composed entirely of independent and disinterested directors, the PowerSchool board of directors approved the merger agreement. In addition to approval by the PowerSchool board, PowerSchool stockholders holding a majority of the outstanding voting securities of PowerSchool have approved the transaction by written consent. No further action by other PowerSchool stockholders is required to approve the transaction. In connection with the transaction, PowerSchool’s tax receivable agreement was amended to provide that no payments will be made in respect of or following the transaction; these payments would have had an estimated value of approximately $450M, which corresponds to an estimated per share value in excess of $2.00 per share. The transaction is expected to close in the second half of 2024, subject to customary closing conditions, including receipt of regulatory approvals. Upon completion of the transaction, PowerSchool’s common stock will no longer be publicly listed on the New York Stock Exchange, and PowerSchool will become a privately held company.