TPG Capital’s Acquisition of Majority Stake in Nintex

Ropes and Gray advised TPG Capital, Kirkland & Ellis and Carey Olsen advised Thoma Bravo, and Wilson Sonsini advised Nintex on the deal.

Nintex, the global standard for process management and automation, announced a definitive agreement to sell a majority stake in the company to TPG Capital, the private equity platform of global alternative asset firm TPG. Across its platforms, TPG has invested in leading software companies including C3 AI, Planview, ThycoticCentrify, WellSky, and Zscaler. Nintex’s current majority investor, Thoma Bravo, a leading software investment firm, plans to make a new equity investment in the company and maintain a significant minority interest. The transaction is expected to be completed by the end of 2021, subject to customary closing conditions.

Nintex is a strong, growing business that offers the most powerful, easy-to-use, and complete platform in the digital process automation industry. The company expanded its process solution capabilities from digital forms and workflow to its next-generation cloud platform with intelligent forms, advanced workflows, digital document generation, eSignatures, and robotic process automation (RPA). Nintex also provides the industry’s most powerful process management solution through Nintex Promapp®, its collaborative solution for intuitively capturing, mapping, documenting and supporting all kinds of organizational work processes. 

Morgan Stanley & Co. LLC is serving as financial advisor to TPG Capital. BofA Securities is serving as lead financial advisor and Macquarie Capital is serving as co-financial advisor to Nintex. Debt financing for the transaction is being provided by Blackstone and Thoma Bravo Credit. 

TPG is a leading global alternative asset firm founded in San Francisco in 1992 with $108 billion of assets under management and investment and operational teams in 12 offices globally. 

Thoma Bravo is one of the largest private equity firms in the world, with more than $83 billion in assets under management as of June 30, 2021. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. 

The Ropes & Gray team that advised TPG was led by private equity partners Jay Freedman (Picture) and Chau Le (both of San Francisco) and included finance partner Alexander Zeltser (New York), employment, executive compensation & employee benefits partners Matthew Jones (Chicago) and Megan Bisk (Boston), tax partner Benjamin Rogers (San Francisco), tax counsel Christopher Agnoli (London), data, privacy & cybersecurity counsel Kevin Angle (Boston) and litigation & enforcement partners Ama Adams and Samer Musallam (both of Washington D.C.).

The Kirkland team was led by corporate partner John Kosir and associate Leahana Grimley, with support from partner Ted Peto, and included corporate partners John Kaercher and associates Allison Lancaster and Peter Banyai; tax partner Kevin Coenen; international trade and national security partners Mario Mancuso and Anthony Rapa; and antitrust & competition partners Chuck Boyars and Matt Sinclair-Thomson.

The Carey Olsen team included partner Guy Coltman and senior associate Susan McKinstray.

Involved fees earner: Guy Coltman – Carey Olsen; Susan McKinstray – Carey Olsen; Peter Banyai – Kirkland & Ellis; Chuck Boyars – Kirkland & Ellis; Kevin Coenen – Kirkland & Ellis; Leahana Grimley – Kirkland & Ellis; Matthew Jones – Kirkland & Ellis; John Kaercher – Kirkland & Ellis; John Kosir – Kirkland & Ellis; Allison Lancaster – Kirkland & Ellis; Mario Mancuso – Kirkland & Ellis; Theodore Peto – Kirkland & Ellis; Anthony Rapa – Kirkland & Ellis; Matthew Sinclair-Thomson – Kirkland & Ellis; Ama Adams – Ropes & Gray; Christopher Agnoli – Ropes & Gray; Kevin Angle – Ropes & Gray; Megan Bisk – Ropes & Gray; Jason Freedman – Ropes & Gray; Minh-Chau Le – Ropes & Gray; Samer Musallam – Ropes & Gray; Benjamin Rogers – Ropes & Gray; Alexander Zeltser – Ropes & Gray;

Law Firms: Carey Olsen; Kirkland & Ellis; Ropes & Gray;

Clients: Thoma Bravo; TPG Capital;