PTC Inc. (NasdaqGS:PTC) entered into a definitive agreement to acquire ServiceMax, Inc. from ServiceMax JV, LP for $1.5 billion on November 17, 2022. PTC will pay an aggregate of $1.458 billion in cash consideration to be paid in two installments, with (i) $808 million payable at the closing of the transaction, and (ii) $650 million payable, without interest and not subject to contingencies, on October 2, 2023. The closing consideration, which is on a cash free, debt free, will be subject to adjustments for escrows, working capital, indebtedness, cash and transaction expenses as set forth in the Share Purchase Agreement. PTC expects to fund the transaction with cash on hand, borrowings under its existing credit facility (an aggregate principal amount of $500 million), and additional financing (a new $1.25 million multicurrency revolving credit facility and $0.5 million term loan facility). JPMorgan Chase Bank, N.A., BofA Securities, Inc., The Huntington National Bank, and TD Securities (USA) LLC will provide transaction financing to PTC.

The transaction is subject to the satisfaction or waiver of specified closing conditions, including regulatory approval and the waiting period under the Hart-Scott-Rodino antitrust law having expired. The transaction is expected to close in early January 2023. The transaction is expected to be accretive to PTC's FY'23 cash flow from operations, free cash flow, and adjusted free cash flow targets.

Centerview Partners LLC acted as exclusive financial advisor to PTC on the transaction and Ed Amer, Rob Dzialo, Stuart Cable, Lisa Haddad, Katie Jones, Steve Charkoudian, Alex Apostolopoulos, Cecelia Lockner, Sarah Bock, Andrew Lacy, Kara Kuritz, Simone Waterbury, Edward Holzwanger, Amy S. Josselyn, Jacqueline Klosek, Adam Slutsky, Michele A. Eason-Priest and Danny Adames of Goodwin Procter LLP acted as the legal advisor. Barclays acted as financial advisor to ServiceMax, and Eric Issadore, Stephanie Bruce, Loretta Richard, Annie Herdman of Ropes & Gray LLP served as legal counsel. Adam Greenwood of Ropes & Gray LLP is acting as legal advisor to ServiceMax JV, LP. Justin Hamill and counsel Adam Rachlis of Latham & Watkins acted as the legal advisor to Centerview Partners LLC.

PTC Inc. (NasdaqGS:PTC) completed the acquisition of ServiceMax, Inc. from ServiceMax JV, LP on January 3, 2023. On January 3, 2023, PTC paid the first purchase payment installment of $835 million, as adjusted for working capital, indebtedness, cash, and transaction expenses. The remaining purchase payment installment of $650 million is payable on October 2, 2023, without interest and not subject to contingencies. The purchase price, net of cash acquired is 1,448.2 million. On January 3, 2023, PTC borrowed $630 million under the new revolving credit facility and the entire $500 million under the new term loan facility to repay amounts under its existing credit facility and to pay the closing purchase price for, and transaction expenses related to, the acquisition of ServiceMax, Inc. Citigroup Inc. acted as financial advisor to ServiceMax, Inc.