Solera To Be Acquired By Vista Equity Partners For $6.5 Bln, Including Debt

(RTTNews) - Confirming media speculation, Solera Holdings, Inc. (SLH), a provider of software to the automotive and property marketplace, has entered into a definitive merger agreement to be acquired by Vista Equity Partners in a transaction valued at about $6.5 billion, including debt.

Other key investors include an affiliate of Koch Equity Development LLC , the investment and acquisition subsidiary of Koch Industries, Inc., and an affiliate of Goldman, Sachs & Co.

Vista will acquire 100 percent of the outstanding shares of Solera common stock for $55.85 per share in cash. The purchase price represents an unaffected premium of 53 percent over Solera's closing share price of $36.39 on August 3.

Last month, Solera had announced that it was exploring a variety of strategic alternatives. The company also stated that as part of the process, the Board of Directors has formed a special committee.

After receiving the unanimous recommendation of a special committee of independent directors, Solera's board of directors has now unanimously approved the merger agreement and the merger. The board recommended that Solera stockholders vote their shares in favor of the merger.

The closing of the merger is conditioned upon customary closing conditions, including the approval of Solera stockholders and required regulatory approvals. The merger is expected to close no later than the first calendar quarter of 2016.

Tony Aquila, Solera's founder, Chairman and CEO, said, "This transaction delivers immediate compelling value to our stockholders and represents a pivotal milestone for Solera in partnering with Vista."

Aquila added that the deal provides the firm with the optimal flexibility to proliferate its solutions and services. "We are extremely excited about working with Vista to further strengthen Solera's global leadership in risk and asset management technologies," he said.

The merger will be financed through a combination of common and preferred equity contributions by investment funds affiliated with Vista, Koch Equity Development, and an affiliate of Goldman, Sachs & Co.

Existing debt financing as well as new debt financing that has been committed to by Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC will also be used for the purpose. The merger is not subject to any financing condition.

Rothschild, Inc. is serving as financial advisor to Solera, and Kirkland & Ellis LLP is its legal advisor.

Centerview Partners LLC is serving as financial advisor to the Special Committee, and Sullivan & Cromwell LLP is serving as its legal advisor.

J.P. Morgan Securities LLC is the financial advisor to Vista, while Simpson Thacher & Bartlett LLP is serving as its legal advisor.

SLH closed up 3.9 percent on Friday at $49.45.