SoundThinking has entered into a definitive agreement to be acquired by Transom Capital Group, taking the public safety technology company private in a transaction with a potential enterprise value of approximately $159 million.
Under the agreement, Transom will launch a tender offer for all outstanding SoundThinking shares at $8 per share in cash, plus one non-transferable contingent value right that could provide shareholders with up to an additional $3 per share in cash if specified revenue milestones are achieved.
The $8 upfront payment represents a 46% premium to SoundThinking’s closing share price on September 28, 2026, the final trading day before the deal was announced.
If shareholders ultimately receive the full $3 CVR payment, total consideration would rise to $11 per share, representing a 101% premium to the September 28 closing price.
Based solely on the upfront consideration, the transaction implies an enterprise value of approximately $114 million. If the maximum CVR payment is earned, the implied enterprise value would increase to approximately $159 million.
The contingent payment is tied to the performance of SoundThinking’s ShotSpotter and SafePointe businesses in 2027.
Shareholders would receive $0.50 per share if specified 2027 revenue, including certain revenue attributable to 2027 but recognized in 2028, reaches at least $73.5 million.
Additional payments increase as revenue exceeds that level, with the CVR ultimately allowing shareholders to receive as much as $3 per share if the applicable revenue thresholds are met.
SoundThinking’s board unanimously approved the transaction.
The deal is expected to close in the fourth quarter of 2026, subject to customary conditions, including the tender of shares representing at least a majority of SoundThinking’s outstanding common stock.
Shareholders representing approximately 33% of the company’s outstanding shares have already agreed to tender their holdings.
Those shareholders include Veradace Partners, which beneficially owns approximately 16% of SoundThinking, and Gary M. Lauder and affiliated entities, which own approximately 17%.
Lauder and affiliated entities have also agreed to maintain an equity position in the company following the transaction and will retain their proportionate CVRs.
If the tender offer is completed successfully, Transom will acquire any remaining shares through a second-step merger on the same economic terms.
Once the transaction closes, SoundThinking will cease trading on Nasdaq and become a privately held company.
SoundThinking provides AI- and data-driven technology to law enforcement agencies, municipalities, and security professionals.
The company’s SafetySmart platform includes ShotSpotter acoustic gunshot detection, CrimeTracer law enforcement search technology, CaseBuilder investigation management software, ResourceRouter patrol and community intervention software, SafePointe AI-based weapons detection, and PlateRanger automatic license plate recognition technology.
SoundThinking serves more than 300 customers and has worked with approximately 2,100 agencies.
Transom Capital is a Los Angeles-based middle-market private equity firm founded in 2008.
The firm’s strategy includes investing in corporate carve-outs, lender-owned businesses, undervalued public companies, and other operationally complex situations.
SoundThinking said operating as a private company could provide greater flexibility to invest in its platform, products, customers, and long-term strategy.
Support: Tidal Partners is serving as financial advisor to SoundThinking, while Cooley is serving as legal advisor and Joele Frank, Wilkinson Brimmer Katcher is providing strategic communications advice. Kirkland & Ellis is serving as legal advisor to Transom.
KEY QUOTES:
“We are pleased to have entered into an agreement with Transom that delivers significant, immediate and certain value to our shareholders with additional future upside potential. The SoundThinking Board of Directors regularly evaluates opportunities available to the Company and our standalone plans. Given the dynamic market environment, our Board believes that this transaction maximizes value for shareholders while positioning our business for the future. We are confident that our agreement with Transom is in the best interests of the Company and all our shareholders.”
Deborah Grant, Chair Of The SoundThinking Board
“Joining forces with Transom marks an important milestone for SoundThinking and reflects the progress we have made in evolving into a broader public safety platform. Our focus has always been helping communities become safer and more resilient through data and technology, and we believe that moving forward as a private company with Transom will enable us to operate with greater flexibility to better support customers and deliver on our mission. Transom recognizes the value of our technology and the dedication of our team, and we are excited to partner with them as we begin this next phase.”
Ralph Clark, President And CEO Of SoundThinking
“SoundThinking has built a differentiated platform that delivers measurable impact for its customers and communities. We are excited to partner with Ralph and the entire team to support continued investment in the Company’s innovative public safety products to advance the Company’s important purpose and mission.”
Mads Jorge, Managing Director At Transom Capital Group
