Key Takeaways
- • Blackstone and Vista Equity Partners agreed to acquire Smartsheet (NYSE: SMAR) in an all-cash transaction valued at approximately $8.4 billion, at $56.50 per share.
- • The offer represents a roughly 41% premium to Smartsheet's 90-day VWAP ending July 17, 2024, and a 16% premium to its highest closing price over the prior 12 months.
- • The merger agreement includes a 45-day go-shop period expiring November 8, 2024, allowing Smartsheet to solicit alternative proposals.
- • The deal is expected to close in the fourth quarter of Smartsheet's fiscal year ending January 31, 2025, pending shareholder approval and regulatory clearances.
- • Upon closing, Smartsheet will become privately held and delisted, continuing to operate under its existing name and brand.
Summary
Bellevue, Washington-based Smartsheet announced on September 24, 2024 that it has entered into a definitive agreement to be acquired by funds managed by Blackstone and Vista Equity Partners in an all-cash transaction valued at approximately $8.4 billion. Under the terms, Smartsheet shareholders will receive $56.50 per share in cash at closing. The price represents a premium of approximately 41% to the volume-weighted average closing price over the 90 trading days ending July 17, 2024, the last full trading day before media reports of a possible sale, and a 16% premium to the highest closing price over the previous 12 months, according to the company.
Smartsheet CEO Mark Mader said the transaction would help the company accelerate its vision of modernizing work management for enterprises globally, and that the buyers' expertise and resources would support continued innovation. Martin Brand, Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, and Sachin Bavishi, Senior Managing Director, said Smartsheet's solutions are mission-critical for distributed workforces. Blackstone will invest through its flagship private equity vehicle and its private equity strategy for individual investors. Monti Saroya, Co-Head of Vista's Flagship Fund, and John Stalder, Managing Director at Vista, also commented on the deal.
The merger agreement includes a 45-day go-shop period expiring November 8, 2024, during which Smartsheet may actively solicit alternative proposals. The board unanimously approved the agreement and recommends that shareholders vote in favor at a special meeting. Closing is subject to shareholder approval, regulatory clearances and customary conditions.
Qatalyst Partners is serving as exclusive financial advisor to Smartsheet, with Fenwick & West LLP as legal counsel. Goldman Sachs and Morgan Stanley are financial advisors to the buyers, with Kirkland & Ellis and Simpson Thacher & Bartlett as legal counsel. Blackstone describes itself as the world's largest alternative asset manager with more than $1 trillion in assets under management, while Vista reported more than $100 billion in assets under management as of March 31, 2024.
Smartsheet CEO Mark Mader said the transaction would help the company accelerate its vision of modernizing work management for enterprises globally, and that the buyers' expertise and resources would support continued innovation. Martin Brand, Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, and Sachin Bavishi, Senior Managing Director, said Smartsheet's solutions are mission-critical for distributed workforces. Blackstone will invest through its flagship private equity vehicle and its private equity strategy for individual investors. Monti Saroya, Co-Head of Vista's Flagship Fund, and John Stalder, Managing Director at Vista, also commented on the deal.
The merger agreement includes a 45-day go-shop period expiring November 8, 2024, during which Smartsheet may actively solicit alternative proposals. The board unanimously approved the agreement and recommends that shareholders vote in favor at a special meeting. Closing is subject to shareholder approval, regulatory clearances and customary conditions.
Qatalyst Partners is serving as exclusive financial advisor to Smartsheet, with Fenwick & West LLP as legal counsel. Goldman Sachs and Morgan Stanley are financial advisors to the buyers, with Kirkland & Ellis and Simpson Thacher & Bartlett as legal counsel. Blackstone describes itself as the world's largest alternative asset manager with more than $1 trillion in assets under management, while Vista reported more than $100 billion in assets under management as of March 31, 2024.
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