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Private Equity Firm Thoma Bravo Agrees to Buy Coupa at 30% Premium

Private equity firm Thoma Bravo said this week it is teaming up with the Abu Dhabi Investment Authority to buy Coupa Software (US:COUP) for $81 a share, a 30% premium to its last closing price ahead of the announcement.

Coupa shares fell about 50% this year before the deal emerged but are now trading around $78 a share, just shy of the offer price.

Year-to-date through Dec. 12 close, Coupa shares were still down by 50.2%, compared to a loss of 28.8% for the Nasdaq. And the $81-per-share bid is less than a quarter of where the stock was trading at its $369.64 record-high close in February 2021.

According to data from S&P, private equity firms have actively but selectively bought beaten down stocks across all sectors.

The Coupa acquisition is Thoma’s fifth acquisition taking a company private in deals worth $29.11 billion.

Thoma Bravo’s assets under management totaled $105.81 billion at the end of 2021 from $45.02 billion at the end of 2019. Thoma Bravo has paid a median multiple of 10.9x trailing revenue for its 2022 take-privates, compared to 8.3X in 2021.

In March, Thoma Bravo agreed to pay $10.7 billion for enterprise software firm Anaplan and closed that deal in June.

Thoma’s Coupa bid could face activist pushback.  Earlier this month, activist investor HMI Capital Management argued that  Coupa (US:COUP) is worth about $95 per share and would oppose any offer that undervalued the company.

In a Dec. 6 In a letter to the company, HMI wrote, “Essentially, we worry that now is a difficult time to realize the full value of Coupa’s long-term potential as a market leader, given that Coupa’s share price is currently trading at a significantly depressed level and there are near-term sector-wide challenges in the software industry.”

The shareholder urged the company to stay firm on any sale price and to push for above-market premiums off six- or twelve-month volume-weighted-average-price (“VWAPs”), which it calculated to be $60 or $86, respectively. “We believe that we are not alone, and Meritage Group’s recent 13D filing indicates that another large shareholder has potentially similar concerns,” HMI concluded.

On Dec. 2, Meritage Group L.P. converted its previous passive 13G filing into an activist 13D form, with the SEC disclosing 5.8% Coupa ownership after Bloomberg News reported that private equity firm Vista Equity Partners held discussions about a possible buyout of the company. Following the report, Meritage said it sent Coupa its unsolicited views about any offer and the price per share that it believes would be in the best interests of all stockholders.

This article originally appeared on Fintel

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