PowerSchool, a leading provider of cloud-based software for K-12 education, announced that it has entered into a definitive agreement to be acquired by Bain Capital in a transaction valuing the company at $5.6 billion.
Under the terms of the deal, PowerSchool stockholders will receive $22.80 per share in cash upon completion of the proposed transaction. And the per share purchase price represents a premium of 37 percent over PowerSchool’s unaffected share price of $16.64 as of May 7, 2024, the last trading day prior to media reports regarding a potential transaction.
PowerSchool is a global education company supporting 55+ million students and 17,000+ customers in more than 90 countries. And the company brings together the best of K-12 educational and operational technology to support every step of the learning journey. PowerSchool will remain a standalone company, and its business operations and customer service will continue without interruption.
Following the recommendation of a Special Committee composed entirely of independent and disinterested directors, PowerSchool’s Board of Directors approved the merger agreement. Along with approval by the PowerSchool Board of Directors, PowerSchool stockholders holding a majority of the outstanding voting securities of PowerSchool have approved the transaction by written consent.
Upon completion of the deal, PowerSchool’s common stock will no longer be publicly listed on the New York Stock Exchange, and PowerSchool will become a privately held company.
Goldman Sachs is acting as the exclusive financial advisor, and Kirkland & Ellis is serving as legal advisor to PowerSchool. And Centerview Partners is acting as the exclusive financial advisor, and Freshfields Bruckhaus Deringer is serving as legal advisor to the Special Committee of the PowerSchool Board of Directors. Ropes & Gray is acting as legal advisor to Bain Capital.
The debt financing for the transaction will be provided by Ares Capital Management, HPS Investment Partners, Blackstone Alternative Credit Advisors, Blue Owl Credit Advisors, Sixth Street Partners, and Golub Capital.
Vista Equity Partners and Onex Partners will continue having minority investments in PowerSchool.
KEY QUOTES:
“PowerSchool is a leader in K-12 SaaS technology in North America and is uniquely positioned to provide differentiated, mission-critical solutions that drive better education outcomes, empower educators, and help district operations run more efficiently. With Bain Capital’s support, PowerSchool will have access to additional resources and the flexibility to deliver even more growth and innovation, particularly with PowerBuddy, our generative AI platform, and scale our global reach in helping schools personalize education for every student journey.”
- Hardeep Gulati, Chief Executive Officer of PowerSchool
“PowerSchool’s innovative software solutions in and out of the classroom provide a strong foundation for K-12 academic success. Their products are highly respected by administrators, educators, students, and parents because they foster active collaboration and offer actionable insights needed to support positive learning outcomes.”
- David Humphrey, a Partner at Bain Capital
“As demand for K-12 educational technology grows, we believe there are significant opportunities to expand access to PowerSchool’s best-in-class product suite around the world. We look forward to working with PowerSchool to accelerate the Company’s growth while strengthening its commitment to help educators and students realize their full potential.”
- Max de Groen, a Partner at Bain Capital
“Vista’s continued investment in PowerSchool reflects our conviction that software will remain a fundamental component of a future educational ecosystem being dramatically reshaped by digital transformation. From helping to meet the unprecedented challenges of remote learning to being a leader in developing responsible, personalized approaches to AI-assisted learning tools, we are proud of the innovation and growth achieved during our partnership with PowerSchool.”
- Monti Saroya, Co-Chairman of PowerSchool’s Board of Directors, Co-Head of Vista’s Flagship Fund and Senior Managing Director
“Since the beginning of our partnership, we have been proud to support Hardeep and PowerSchool on the mission to drive digital transformation in K-12 education, enhancing the experience and outcomes for students, educators, administrators and parents. We are committed to and excited about fueling the next phase of PowerSchool’s technology leadership and global impact.”
- Laurence Goldberg, Co-Chairman of PowerSchool’s Board of Directors and Managing Director at Onex Partners
