Funds advised by Thoma Bravo, L.P. entered into a definitive agreement to acquire RealPage, Inc. (NasdaqGS:RP) from Seren Capital, Ltd., Seren Capital II, Ltd., Stephen T. Winn and others for $9.3 billion on December 20, 2020. Under the terms of the agreement, RealPage stockholders will receive $88.75 in cash per share of RealPage common stock upon closing of the transaction. Thoma Bravo, L.P. will also acquire 2.45 million restricted stock awards of RealPage and 1.23 million options of RealPage with weighted-average exercise price of $18.94 per option. The per share price of $88.75 is subject to adjustments. The transaction is valued at approximately $10.2 billion, including net debt. Thoma Bravo, L.P. has obtained equity financing and debt financing commitments for the purpose of financing the transactions. Thoma Bravo Fund XIII, L.P. and Thoma Bravo Fund XIV, L.P. have committed for capitalization at the with an aggregate equity contribution equal to $7.36 billion. RealPage, Inc. is an express third-party beneficiary of capitalization. Goldman Sachs & Co. LLC has agreed to provide Thoma Bravo, L.P. with debt financing in an aggregate principal amount of up to $4 billion on the terms and subject to the conditions set forth in a debt commitment letter. Post-closing, RealPage, Inc. will become a privately held company and will be wholly owned by funds advised by Thoma Bravo, L.P. Post-closing, the common stock of RealPage, Inc. will be delisted from the NASDAQ Global Select Market and deregistered under the Securities Exchange Act of 1934. The transaction contains the “Go Shop Period” under which RealPage has the right to solicit alternative acquisition proposals and provide information (including nonpublic information) to third parties in connection therewith pursuant to an acceptable confidentiality agreement until February 3, 2021. Funds advised by Thoma Bravo, L.P. will pay a termination fee of $528 million to RealPage, Inc. RealPage, Inc. will pay a termination fee of $288 million to Thoma Bravo, L.P., provided that a lower fee of $91 million will apply with respect to a termination to enter into a superior proposal during the Go Shop Period. Stephen T. Winn and certain affiliated entities of RealPage have entered into a voting agreement with RealPage and Thoma Bravo, L.P. pursuant to vote their shares of common stock in favor of adoption of the merger agreement and against any competing transaction. Post-closing, RealPage expects to continue operating under the leadership of Chairman and Chief Executive Officer, Steve Winn and the existing RealPage leadership team based in Richardson, Texas. The initial Directors and Officers of RealPage, Inc. will be the Directors and Officers of Thoma Bravo, L.P. as of immediately prior to the effective time, each to hold office in accordance with the certificate of incorporation and bylaws of RealPage, Inc. until their respective successors are duly elected or appointed and qualified. The transaction is subject to adoption of the merger agreement by a majority of the holders of the outstanding shares of common stock of RealPage in a meeting scheduled to be held in early 2021, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and receipt of governmental consents. The Board of Directors of RealPage, Inc. has unanimously approved the merger agreement. The Board of Directors of RealPage, Inc. resolved to recommend that the stockholders of RealPage, Inc. adopt the merger agreement. The Board of Directors and Board of Managers of funds advised by Thoma Bravo, L.P. have approved the execution and delivery of the agreement. On February 3, 2021, the 45-day "go-shop" period expired pursuant to the transaction. On February 4, 2021, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired. As of February 5, 2021, RealPage shareholder will hold a special meeting on March 8, 2021 to approve the transaction. As of March 8, 2021, RealPage's stockholder approved the deal. The transaction is expected to close in the second quarter of 2021. Goldman Sachs & Co. LLC acted as the financial advisor and Gerald T. Nowak, Corey D. Fox, Bradley C. Reed, Daniel A. Hoppe, Seth Traxler, Aaron Lorber, Brian Ford, Kyle Gillen, Edwin del Hierro, Kevin Coenen, Adam Kool, Alex Mihalas, Michael Falk, Ian Sherwin, Stefanie Gitler, John Caruso, Anthony Rapa, Michael Schulman, Evangelia Podaras, James Mutchnik, Jacob Boyars, Sally Evans, Parimah Hassouri, Bob Fleishman, Dan Kearney, Scott Gordon and Kurt Wunderlich of Kirkland & Ellis LLP acted as the legal advisor for funds advised by Thoma Bravo, L.P. Ron Eliasek and Kevin Brunner of BofA Securities, Inc. acted as the financial advisor and fairness opinion provider and Andrew J. Nussbaum, Zachary S. Podolsky and Ilene Gnable Gotts of Wachtell, Lipton, Rosen & Katz LLP acted as the legal advisor for RealPage, Inc. Michael S. Katzke and Henry I. Morgenbesser of Katzke & Morgenbesser LLP acted as the legal advisor for Seren Capital, Ltd., Seren Capital II, Ltd., Stephen T. Winn and other stockholders of RealPage, Inc. D.F. King & Co., Inc. acted as the information agent to RealPage and will receive a fee of $0.02 million for the services rendered. RealPage has agreed to pay BofA Securities for its services in connection with the transaction an aggregate fee which is estimated to be $42.75 million, of which $3 million was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the transaction. Computershare, N.A. acted as the transfer agent for RealPage. Cleary Gottlieb Steen & Hamilton LLP acted as legal adviser to BofA Securities, Inc. Funds advised by Thoma Bravo, L.P. completed the acquisition of RealPage, Inc. (NasdaqGS:RP) from Seren Capital, Ltd., Seren Capital II, Ltd., Stephen T. Winn and others on April 22, 2021.