Thoma Bravo to take Coupa Software private in $8bn deal

March 2023 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

March 2023 Issue

In a deal which takes the global technology platform for business spend management (BSM) private, Coupa Software is to be acquired by private equity (PE) firm Thoma Bravo in an all-cash transaction valued at $8bn.

Under the terms of the definitive agreement, Coupa shareholders will receive $81 per share in cash, which represents a 77 percent premium to Coupa’s closing stock price on 22 November 2022.

Upon completion of the transaction, Coupa’s common stock will no longer be listed on any public market and the company will continue to operate under the Coupa name and brand.

“For more than a decade, we’ve been building an incredible business spend management community and have proudly cemented our position as the market-leading platform in our category,” said Rob Bernshteyn, chairman and chief executive of Coupa. “While our ownership may change, our values do not. Every one of us at Coupa will continue to put our customers at the centre of everything we do and help them maximise the value of every dollar they spend.”

A cloud-based BSM platform that unifies processes across supply chain, procurement and finance functions, Coupa empowers organisations around the world to maximise value and operationalise purpose through their business spend.

“This transaction is the result of a deliberate and thoughtful process that included engagement with both strategic and financial parties,” said Roger Siboni, lead independent director at Coupa. “The board evaluated the transaction against the company’s standalone prospects in the current macroeconomic climate and determined that the compelling and certain cash consideration in the transaction provides superior risk-adjusted value relative to the company’s standalone prospects.”

One of the largest PE firms in the world, Thoma Bravo invests in growth-oriented, innovative companies operating in the software and technology sectors. Over the past 20 years, the firm has acquired or invested in more than 420 companies representing over $235bn in enterprise value.

“Coupa has created and led the large and growing BSM category,” said Holden Spaht, a managing partner at Thoma Bravo. “We have followed the company’s success for many years and have been impressed by its consistent track record of delivering high levels of value for its global customer base. We look forward to partnering with Rob and the rest of the management team to keep investing in the company’s product strategy while driving growth both organically and through M&A.”

Serving as financial adviser to Coupa is Qatalyst Partners LP, with Freshfields Bruckhaus Deringer LLP serving as legal adviser. Goldman Sachs & Co. LLC and Piper Sandler acted as financial advisers and Kirkland & Ellis LLP acted as legal adviser to Thoma Bravo.

The transaction, which was approved unanimously by the Coupa board of directors, is expected to close in the first half of 2023, subject to customary closing conditions, including approval by Coupa shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition.

Brian Jaffee, a partner at Thoma Bravo, concluded: “Our shared vision, combined with Thoma Bravo’s strategic and operational expertise, will enable Coupa to continue driving innovation, better serve its customers and accelerate important growth initiatives during this next chapter as a private company.”

Fraser Tennant