Qualtrics to be Acquired by Silver Lake and CPP Investments for $12.5 Billion
Posted on 03/14/2023
On March 12, 2023, Qualtrics International Inc. (NASDAQ: XM) announced that it has entered into a definitive agreement to be acquired by Silver Lake Partners, in partnership with Canada Pension Plan Investment Board (CPP Investments) via CPP Investment Board (USRE V) Inc., in an all-cash transaction that values Qualtrics at approximately US$ 12.5 billion.
Silver Lake and its co-investors, together with CPP Investments, will acquire 100% of the outstanding shares Silver Lake does not already own, including the entirety of SAP’s majority ownership interest. Qualtrics will become an independent, privately held company.
Under the terms of the agreement, Qualtrics shareholders, including SAP, will receive US$ 18.15 per share in cash. This represents a 73% premium to the 30-day volume-weighted average price on January 25, 2023, the last full trading day prior to SAP’s announcement to explore a sale of its stake in Qualtrics, and a 62% premium relative to the unaffected closing price on January 25, 2023.
Qualtrics will continue to be led by Chief Executive Officer Zig Serafin, and the company will remain headquartered in Provo, Utah and Seattle, Washington.
Transaction Details
The transaction is fully financed by equity commitments from Silver Lake and co-investors together with US$ 1.75 billion in equity from CPP Investments and US$ 1 billion in debt. The equity commitments from Silver Lake are coming from Silver Lake Partners VI DE (AIV), L.P., Silver Lake Partners VII DE (AIV), L.P., and Silver Lake Strategic Investors VI, L.P. Qualtrics’s Board of Directors, as well as a Qualtrics committee of independent directors, has approved the transaction, which has also been approved by SAP in its capacity as the principal shareholder of Qualtrics. No other shareholder approval is required. The transaction is expected to close in the second half of 2023, subject to the satisfaction of customary closing conditions, including the receipt of the requisite regulatory approvals.
Upon completion of the transaction, Qualtrics’s common stock will no longer be listed on any public market.
Qualtrics and SAP intend to maintain a go-to-market and technology partnership to both service existing joint customers and target new customer opportunities.
Advisors
Morgan Stanley & Co. LLC acted as financial advisor to Qualtrics, and Goodwin Procter LLP acted as legal advisor.
Barclays Capital Inc. acted as financial advisor to SAP SE, and Shearman & Sterling LLP acted as legal advisor.
Goldman Sachs & Co. LLC acted as financial advisor to a Qualtrics committee of independent directors and Freshfields Bruckhaus Deringer US LLP acted as legal advisor.
J.P. Morgan acted as financial advisor and Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors, with regard to the transaction and to the debt financing, respectively, to Silver Lake.
Keywords: Silver Lake Group, L.L.C.