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Share Name | Share Symbol | Market | Type |
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PowerSchool Holdings Inc | NYSE:PWSC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.03 | 0.13% | 22.34 | 22.36 | 22.32 | 22.33 | 998,133 | 21:27:03 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
(Exact name of Registrant, as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On June 6, 2024, PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), and BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”), providing for the acquisition of the Company by Merger Sub, subject to the terms and conditions set forth therein (the “Merger”).
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on a Current Report on Form 8-K with respect to the Merger Agreement will be filed by the Company in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Company’s other filings and press releases may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company’s current expectations relating to the Company’s financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company.
Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts the Company’s current plans and operations; (vi) the Company’s ability to retain, hire and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transactions; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) unexpected costs, charges or expenses resulting from the proposed transactions; (ix) the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (x) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xi) the impact of adverse general and industry-specific economic and market conditions; (xii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations; (xiv) the impact of inflation, rising interest rates, and global conflicts, including disruptions in European economies as a result of the war in Ukraine; the Israel-Hamas war, the relationship between China and Taiwan, and ongoing trade disputes between the United States and China; (xv) uncertainty as to timing of completion of the proposed Merger; (xvi) risks that the benefits of the Merger are not realized when and as expected; and (xvii) other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s most recent Quarterly Report on Form 10-Q, each filed with the Securities Exchange Commission (the “SEC”).
The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that the Company will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or
affect the Company or the Company’s operations in the way the Company expects. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the pending Merger involving the Company and Parent. The Company will prepare an information statement for its stockholders containing the information with respect to the Merger specified in Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended, and describing the pending Merger. When completed, a definitive information statement will be mailed to the Company’s stockholders. INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.
The Company’s stockholders may obtain free copies of the documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investors.powerschool.com under the link “Financials” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations by e-mail at investor.relations@PowerSchool.com.
No Offer
No person has commenced soliciting proxies in connection with the proposed transaction referenced in this Current Report on Form 8-K, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
99.1 | Press Release, dated June 7, 2024. | |
104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
POWERSCHOOL HOLDINGS, INC. | ||||
Date: June 7, 2024 | By: | /s/ Eric Shander | ||
Name: | Eric Shander | |||
Title: | President and Chief Financial Officer |
Exhibit 99.1
PowerSchool to be Acquired by Bain Capital in $5.6 Billion Transaction
FOLSOM, Calif. June 7, 2024 PowerSchool Holdings, Inc. (NYSE: PWSC) (PowerSchool or the Company), a leading provider of cloud-based software for K-12 education, announced today that it has entered into a definitive agreement to be acquired by Bain Capital in a transaction valuing the Company at $5.6 billion.
Under the terms of the agreement, PowerSchool stockholders will receive $22.80 per share in cash upon completion of the proposed transaction. The per share purchase price represents a premium of 37 percent over PowerSchools unaffected share price of $16.64 as of May 7, 2024, the last trading day prior to media reports regarding a potential transaction.
PowerSchool is a global education technology company supporting over 55 million students and over 17,000 customers in more than 90 countries. The Company brings together the best of K-12 educational and operational technology to support every step of the learning journey. PowerSchool will remain a standalone company, and its business operations and customer service will continue without interruption.
PowerSchool is a leader in K-12 SaaS technology in North America and is uniquely positioned to provide differentiated, mission-critical solutions that drive better education outcomes, empower educators, and help district operations run more efficiently, said Hardeep Gulati, Chief Executive Officer of PowerSchool. With Bain Capitals support, PowerSchool will have access to additional resources and the flexibility to deliver even more growth and innovation, particularly with PowerBuddy, our generative AI platform, and scale our global reach in helping schools personalize education for every student journey.
PowerSchools innovative software solutions in and out of the classroom provide a strong foundation for K-12 academic success. Their products are highly respected by administrators, educators, students, and parents because they foster active collaboration and offer actionable insights needed to support positive learning outcomes, said David Humphrey, a Partner at Bain Capital. As demand for K-12 educational technology grows, we believe there are significant opportunities to expand access to PowerSchools best-in-class product suite around the world. We look forward to working with PowerSchool to accelerate the Companys growth while strengthening its commitment to help educators and students realize their full potential, added Max de Groen, a Partner at Bain Capital.
Vista Equity Partners and Onex Partners will continue to have minority investments in PowerSchool.
Vistas continued investment in PowerSchool reflects our conviction that software will remain a fundamental component of a future educational ecosystem being dramatically reshaped by digital transformation, said Monti Saroya, Co-Chairman of PowerSchools Board of Directors, Co-Head of Vistas Flagship Fund and Senior Managing Director. From helping to meet the unprecedented challenges of remote learning to being a leader in developing responsible, personalized approaches to AI-assisted learning tools, we are proud of the innovation and growth achieved during our partnership with PowerSchool.
Since the beginning of our partnership, we have been proud to support Hardeep and PowerSchool on the mission to drive digital transformation in K-12 education, enhancing the experience and outcomes for students, educators, administrators and parents, said Laurence Goldberg, Co-Chairman of PowerSchools Board of Directors and Managing Director at Onex Partners. We are committed to and excited about fueling the next phase of PowerSchools technology leadership and global impact.
Certain Terms, Approvals and Timing
Following the recommendation of a Special Committee composed entirely of independent and disinterested directors, the PowerSchool Board of Directors approved the merger agreement. In addition to approval by the PowerSchool Board of Directors, PowerSchool stockholders holding a majority of the outstanding voting securities of PowerSchool have approved the transaction by written consent. No further action by other PowerSchool stockholders is required to approve the transaction. In connection with the transaction, PowerSchools tax receivable agreement was amended to provide that no payments will be made in respect of or following the transaction; these payments would have had an estimated value of approximately $450 million, which corresponds to an estimated per share value in excess of $2.00 per share. The transaction is expected to close in the second half of 2024, subject to customary closing conditions, including receipt of regulatory approvals.
Upon completion of the transaction, PowerSchools common stock will no longer be publicly listed on the New York Stock Exchange, and PowerSchool will become a privately held company.
The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the merger agreement, for which PowerSchool will file a Form 8-K.
Advisors
Goldman Sachs & Co. LLC is acting as the exclusive financial advisor, and Kirkland & Ellis LLP is serving as legal advisor to PowerSchool. Centerview Partners LLC is acting as the exclusive financial advisor, and Freshfields Bruckhaus Deringer LLP is serving as legal advisor to the Special Committee of the PowerSchool Board of Directors. Ropes & Gray LLP is acting as legal advisor to Bain Capital.
Debt financing for the transaction will be provided by Ares Capital Management, HPS Investment Partners, Blackstone Alternative Credit Advisors, Blue Owl Credit Advisors, Sixth Street Partners, and Golub Capital.
About PowerSchool
PowerSchool (NYSE: PWSC) is a leading provider of cloud-based software for K-12 education in North America. Its mission is to empower educators, administrators, and families to ensure personalized education for every student journey. PowerSchool offers end-to-end product clouds that connect the central office to the classroom to the home with award-winning products including Schoology Learning and Naviance CCLR, so school districts can securely manage student data, enrollment, attendance, grades, instruction, assessments, human resources, talent, professional development, special education, data analytics and insights, communications, and college and career readiness. PowerSchool supports over 55 million students and over 17,000 customers in more than 90 countries, including more than 90 of the top 100 districts by student enrollment in the United States. Learn more at www.powerschool.com.
© PowerSchool. PowerSchool and other PowerSchool marks are trademarks of PowerSchool Holdings, Inc. or its subsidiaries. Other names and brands may be claimed as the property of others.
About Bain Capital
Bain Capital, LP is one of the worlds leading private multi-asset alternative investment firms that creates lasting impact for our investors, teams, businesses, and the communities in which we live. Since our founding in 1984, weve applied our insight and experience to organically expand into numerous asset classes including private equity, credit, public equity, venture capital, real estate, life sciences, insurance and other strategic areas of focus. The firm has offices on four continents, more than 1,750 employees and approximately $185 billion in assets under management. To learn more, visit www.baincapital.com.
About Vista Equity Partners
Vista is a leading global investment firm with more than $100 billion in assets under management as of December 31, 2023. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vistas investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at vistaequitypartners.com. Follow Vista on LinkedIn, @Vista Equity Partners, and on X, @Vista_Equity.
About Onex Corporation
Onex is an investor and asset manager that invests capital on behalf of Onex shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies, family offices, and high net-worth individuals. In total, Onex has US$50.9 billion in assets under management, of which US$8.4 billion is Onex own investing capital. With offices in Toronto, New York, New Jersey, Boston and London, Onex and its experienced management teams are collectively the largest investors across Onex platforms.
Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex security filings can also be accessed at www.sedarplus.ca.
Forward-Looking Statements
This press release contains forward-looking statements. Any statements made in this press release that are not statements of historical fact, including statements about the proposed acquisition of PowerSchool by Bain Capital, our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements are not assurances of future performance and may include information concerning possible or assumed future results of operations, including our financial outlook and descriptions of our business plan and strategies. Forward-looking statements are based on PowerSchool managements beliefs, as well as assumptions made by, and information currently available to, them. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as anticipate, estimate, expect, project, plan, intend, believe, may, will, should, can have, likely, and other words and terms of similar
meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: uncertainties associated with the proposed acquisition of PowerSchool by Bain Capital; the occurrence of any event, change or other circumstances that could give rise to the termination of the related merger agreement; the inability to complete the proposed acquisition due to the failure to satisfy conditions to completion of the proposed acquisition, including the receipt of applicable approvals and clearances by government authorities; risks related to disruption of managements attention from our ongoing business operations due to the proposed acquisition; the effect of the announcement of the proposed acquisition on our relationships with our customers, operating results and business generally; the risk that the proposed acquisition will not be consummated in a timely manner or at all; the costs of the proposed acquisition if the proposed acquisition is not consummated; restrictions imposed on our business during the pendency of the proposed acquisition; our ability to recruit, retain and develop key employees and management personnel, including in light of the proposed acquisition; our history of cumulative losses; competition; our ability to attract new customers on a cost-effective basis and the extent to which existing customers renew and upgrade their subscriptions; our ability to sustain and expand revenues, maintain profitability, and to effectively manage our anticipated growth; our ability to retain, hire, and integrate skilled personnel including our senior management team; our ability to identify acquisition targets and to successfully integrate and operate acquired businesses; our ability to maintain and expand our strategic relationships with third parties, including with state and local government entities; the seasonality of our sales and customer growth; our reliance on third-party software and intellectual property licenses; our ability to obtain, maintain, protect, and enforce intellectual property protection for our current and future solutions; the impact of potential information technology or data security breaches or other cyber-attacks or other disruptions; and the other factors described under the heading Risk Factors in PowerSchools Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report), filed with the Securities Exchange Commission (SEC). Copies of the Annual Report may be obtained from PowerSchool or the SEC. We caution you that the factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to publicly update forward-looking statements, whether written or oral, to reflect future events, future developments or circumstances, or new information.
Additional Information and Where to Find It
This communication is being made in respect of the pending merger involving PowerSchool and Bain Capital. PowerSchool will file with the SEC an information statement on Schedule 14C and may file or furnish other documents with the SEC regarding the pending merger. When completed, a definitive information statement will be mailed to PowerSchools stockholders. INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.
PowerSchools stockholders may obtain free copies of the documents PowerSchool files with the SEC from the SECs website at www.sec.gov or through the Investors portion of PowerSchools website at investors.powerschool.com under the link Financials and then under the link SEC Filings or by contacting PowerSchools Investor Relations by e-mail at investor.relations@PowerSchool.com.
Contacts
For PowerSchool:
Investor Relations
Shane Harrison
investor.relations@PowerSchool.com
855-707-5100
Media Relations
Beth Keebler
public.relations@powerschool.com
503-702-4230
For Bain Capital:
Charlyn Lusk/Scott Lessne
646-502-3549/646-502-3569
clusk@stantonprm.com/slessne@stantonprm.com
For Vista Equity Partners:
Brian W. Steel
media@vistaequitypartners.com
212-804-9170
For Onex Corporation:
Jill Homenuk
shareholderrelations@onex.com
416-362-7711
Source: PowerSchool Holdings, Inc.
Document and Entity Information |
Jun. 06, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001835681 |
Document Type | 8-K |
Document Period End Date | Jun. 06, 2024 |
Entity Registrant Name | PowerSchool Holdings, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-04321 |
Entity Tax Identification Number | 85-4166024 |
Entity Address, Address Line One | 150 Parkshore Drive |
Entity Address, City or Town | Folsom |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95630 |
City Area Code | (877) |
Local Phone Number | 873-1550 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | PWSC |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
1 Year PowerSchool Chart |
1 Month PowerSchool Chart |
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