UPDATE: Thoma Bravo Gets Deltek (PROJ) on Discount; Will Buy for $13/Share, 7% Under Last Close

August 27, 2012 7:31 AM EDT
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(Updated - August 27, 2012 7:38 AM EDT)

Deltek, Inc. (Nasdaq: PROJ) has entered into a definitive agreement under which Deltek will be acquired by leading private equity investment firm Thoma Bravo, LLC in an all-cash transaction valued at approximately $1.1 billion.

Pursuant to the agreement, Deltek’s stockholders will receive $13 in cash for each share of Deltek stock when the transaction closes. The $13 per share offer price represents a 7% discount to Deltek’s stock price on August 24, 2012 and a 24% premium over Deltek’s stock price on June 11, 2012 – the day before Deltek broadly disseminated information on the sales process to interested parties and their respective advisors on a confidential basis. The offer price also represents a 14.6x multiple of enterprise value to Deltek’s trailing twelve months Adjusted EBITDA as of June 30, 2012.

Deltek’s Board of Directors unanimously approved the definitive agreement for Deltek to be acquired by Thoma Bravo. Deltek’s largest shareholder, New Mountain Capital, has consented in favor of the acquisition.

New Mountain Capital consented to the acquisition and holds 100% of Deltek’s Class A stock and 59.5% of the Company’s common stock. No further approval of Deltek’s stockholders is required to approve the transaction. An information statement will be mailed to the stockholders. This transaction is subject to customary closing conditions and regulatory approvals, including, among other things, expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. The transaction is anticipated to close during the fourth quarter of 2012. After the acquisition closes, Deltek will remain headquartered in Herndon, VA and will continue to be led by its existing senior management team. Deltek will also become a privately held company and its stock will no longer trade on the NASDAQ following the acquisition’s close.

Multiple external parties were involved in the planning and execution of this transaction. Greenhill & Co. acted as lead advisor and facilitator throughout the process, and Fried, Frank, Harris, Shriver & Jacobson served as a legal advisor to Deltek. Credit Suisse Group AG also acted as an advisor.

Jefferies & Company, Inc. served as lead financial advisor to Thoma Bravo, and Jefferies Finance LLC and RBC Capital Markets provided financing commitments to the firm. Kirkland & Ellis LLP served as legal advisor to Thoma Bravo.

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