PTC acquires ServiceMax for $1.458 billion in cash, payable in two installments

PTC INC.

Total consideration $1.458B: $808M at close, $650M due Oct 2, 2023, subject to adjustments.
ServiceMax expected to contribute ~$160M ARR to PTC's Q2'23 ARR.
FY'24 free cash flow target reaffirmed at $700M-$750M; FY'25 target $825M-$875M inclusive of ServiceMax.
Funded by cash on hand, existing credit, and new $500M term loan plus $1.25B revolving/term facilities.
Expected to close early Q2 FY2023, subject to HSR and other customary conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PTC INC. entered into Share Purchase Agreement with ServiceMax JV, LP, and ServiceMax, Inc. valued at $1,458,000,000 (effective 2022-11-17).

Action: entry
Agreement: asset purchase
Counterparty: ServiceMax JV, LP, and ServiceMax, Inc.
Value: $1,458,000,000
Effective: 2022-11-17

Exact text from the filing

Subject to the terms and conditions of the Share Purchase Agreement, PTC has agreed to pay the Seller and the holders of certain vested ServiceMax restricted stock units and incentive equity (collectively, the “Selling Security Holders”) an aggregate of $1,458,000,000 in cash consideration to be paid in two installments, with (i) $808,000,000 payable at the closing of the Acquisition (the “Closing Consideration”) and (ii) $650,000,000 payable, without interest and not subject to contingencies, on October 2, 2023.

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PTC INC. filing history →

Source: SEC EDGAR

accession 0001193125-22-287299

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