Everbridge taken private in $1.8bn deal

May 2024 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

May 2024 Issue

In a deal that takes the enterprise software company private, Everbridge, Inc. is to be acquired by private equity firm Thoma Bravo in an all-cash transaction that values Everbridge at approximately $1.8bn.

Under the terms of the amended and restated agreement, Thoma Bravo has increased the price at which it has agreed to acquire all outstanding shares of Everbridge to $35 per share in cash, or $6.40 per share higher than the initial transaction price of $28.60 submitted in February 2024.

“We are pleased to have negotiated an even higher price for our shareholders,” said David Henshall, chairman and lead independent director of the Everbridge board of directors. “The interest we received as part of the go-shop process is a testament to the exceptional company we have built, the significant value of our products for organisations all over the world and Everbridge’s long-term growth potential.”

The original merger agreement with Thoma Bravo included a ‘go shop’ period, which permitted the Everbridge board and its advisers to actively initiate and solicit alternative acquisition proposals from third parties. After one third party proposed to acquire all outstanding shares of Everbridge at a higher price than the original transaction price, Everbridge and Thoma Bravo entered into the amended and restated merger agreement.

One of the largest software investors in the world with approximately $134bn in assets under management, Thoma Bravo, through its private equity, growth equity and credit strategies, invests in growth-oriented, innovative companies operating in the software and technology sectors.

Leveraging its deep sector knowledge and strategic and operational expertise, Thoma Bravo collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, it has acquired or invested in more than 455 companies representing over $255bn in enterprise value.

The transaction – which has been approved by the Everbridge board of directors – is expected to close in the second quarter of 2024, subject to customary closing conditions, including approval by Everbridge shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition.

Founded in 2022, Everbridge’s suite of software-as-a-service products includes mass notification, IT incident management, travel risk management, physical security information management, population alerting and risk intelligence. The company’s solutions are used by multinational enterprises across various industries, including financial services, manufacturing, retail, transportation, energy and gas, and education. Everbridge also serves national, state and local government bodies and US federal agencies.

Serving as financial adviser to Everbridge is Qatalyst Partners, with Cooley LLP serving as legal counsel. Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.

Upon completion of the transaction, Everbridge common stock will no longer be listed on any public stock exchange. The company will continue to operate under the Everbridge name and brand.

Fraser Tennant