8-K
filed October 1, 2024, 7:59 PM ET
CIK 0001835681
M&A
confidence high
sentiment neutral
materiality 1.00
POWERSCHOOL HOLDINGS, INC.: M&A transaction — PowerSchool acquired by Bain Capital for $22.80/share, $5.6B enterprise value
POWERSCHOOL HOLDINGS, INC.
- Acquisition closed at $22.80/share in cash; total enterprise value ~$5.6B.
- Aggregate purchase price for outstanding shares (excl. rollover/owned) ~$3.01B; rollover equity ~$1.68B.
- Bain Capital funded transaction with ~$1.75B equity and $2.375B term loan from Ares/HPS/others.
- PowerSchool's common stock delisted from NYSE; company will operate as private standalone entity.
- Board of directors resigned; replaced by Bain Capital designees; CEO Hardeep Gulati remains.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Byrne resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zach Levitt resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Betty Hung resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amy McIntosh resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gwen Reinke resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Judy Cotte resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald D. McCray resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maneet S. Saroya resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurence Goldberg resigned as Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hardeep Gulati resigned as Chief Executive Officer and Director at POWERSCHOOL HOLDINGS, INC..
- Action
- resigned
- Role
- Chief Executive Officer and Director
Exact text from the filing
each of Hardeep Gulati, Laurence Goldberg, Maneet S. Saroya, Betty Hung, Gwen Reinke, Zach Levitt, Judy Cotte, Amy McIntosh, Barbara Byrne and Ronald D. McCray resigned from the Board of Directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
POWERSCHOOL HOLDINGS, INC. underwent a change of control involving BCPE Polymath Buyer, Inc. / Bain Capital Private Equity for $22.80 in cash per share (closed 2024-10-01).
- Action
- change of control
- Counterparty
- BCPE Polymath Buyer, Inc. / Bain Capital Private Equity
- Consideration
- $22.80 in cash per share
- Closing
- 2024-10-01
Exact text from the filing
262 of, the General Corporation Law of the State of Delaware (the “ Appraisal Shares ”), was automatically cancelled, extinguished and converted into the right to receive $22.80 in cash without interest thereon (the “ Per Share Price ”), after giving effect to any required withholding taxes. At the Effective Time, pursuant to the terms of the Merger
View on SEC.gov
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