Ultimate Software’s $11 Billion Going Private Transaction

Goldman Sachs & Co. LLC acted as exclusive financial advisor to Ultimate Software, and Stroock & Stroock & Lavan LLP provided legal counsel. Qatalyst Partners acted as financial advisor to the investor group and Simpson Thacher & Bartlett served as legal counsel to Hellman & Friedman.

Ultimate Software (Nasdaq: ULTI), a leading global provider of human capital management (HCM) solutions in the cloud, has entered into a definitive merger agreement to be acquired by an investor group led by Hellman & Friedman (“H&F”), a leading private equity investment firm, in an all-cash transaction for $331.50 per share in cash—representing an aggregate value of approximately $11 billion—after which Ultimate Software (“Ultimate”) will operate as a privately held company.

Under the terms of the agreement, all Ultimate stockholders of record will receive $331.50 in cash for each share of Ultimate’s common stock held upon the closing of the transaction. This price represents a premium of approximately 32% over Ultimate’s volume-weighted average price during the 30 trading days ending February 1, 2019, and a premium to Ultimate’s all-time high closing share price. Ultimate’s Board of Directors has unanimously approved this transaction and recommended that stockholders vote in favor of the transaction.

Upon completion of the transaction, Ultimate will continue to operate under the leadership of CEO Scott Scherr and the existing senior management team. The privately held company will be owned by an investor group led by Hellman & Friedman in partnership with significant investors Blackstone, GIC, and Canada Pension Plan Investment Board (CPPIB), and other investors including JMI Equity.

Simpson Thacher advised Hellman & Friedman with a team including Atif Azher (Picture), Rich Capelouto, Simon Chiu, Mark Myott, Vinay Mysoor, Kira Mandella and David Wuchenich (M&A); Brian Steinhardt and Benjamin Persina (Credit); David Rubinsky and Monisha Bhayana (Executive Compensation and Employee Benefits); Katharine Moir and Pierce Pandolph (Tax); Tom Wuchenich and Robert Guo (Funds); Marcela Robledo and Megan Whitman (Intellectual Property); and Tim Mulvihill (Environmental).

Stroock advised Ultimate Software with a team including Christopher Doyle, Jeffrey Lowenthal (partner), Daniel Park (special counsel), Alexandra (Z-Z) Cowen (associate), Elizabeth Loonam (associate) and Jacques Zelnik (law school graduate); tax lawyers Jeffrey Uffner (partner) and Daniel Martinez (associate); ERISA lawyer Austin Lilling (partner); IP lawyer Ian DiBernardo (partner); employment lawyer Elizabeth DiMichele (special counsel); privacy lawyer Stephen Newman (partner); and regulatory lawyers Chris Griner (partner), Anne Salladin (special counsel) Shannon Reaves (special counsel) and Bibek Pandey (associate).

Involved fees earner: Atif Azher – Simpson Thacher & Bartlett; Monisha Bhayana – Simpson Thacher & Bartlett; Rich Capelouto – Simpson Thacher & Bartlett; Simon Chiu – Simpson Thacher & Bartlett; Robert Guo – Simpson Thacher & Bartlett; Kira Mandella – Simpson Thacher & Bartlett; Katharine Moir – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Mark Myott – Simpson Thacher & Bartlett; Pierce Pandolph – Simpson Thacher & Bartlett; Benjamin Persina – Simpson Thacher & Bartlett; Marcela Robledo – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Brian Steinhardt – Simpson Thacher & Bartlett; Megan Whitman – Simpson Thacher & Bartlett; David Wuchenich – Simpson Thacher & Bartlett; Thomas Wuchenich – Simpson Thacher & Bartlett; Alexandra Cowen – Stroock; Ian DiBernardo – Stroock; Elizabeth DiMichele – Stroock; Christopher Doyle – Stroock; Chris Griner – Stroock; Austin Lilling – Stroock; Elizabeth Loonam – Stroock; Jeffrey Lowenthal – Stroock; Daniel Martinez – Stroock; Stephen Newman – Stroock; Bibek Pandey – Stroock; Daniel Park – Stroock; Shannon Reaves – Stroock; Anne Salladin – Stroock; Jeffrey Uffner – Stroock; Jacques Zelnik – Stroock; Vinay Mysoor – White & Case;

Law Firms: Simpson Thacher & Bartlett; Stroock; White & Case;

Clients: Hellman & Friedman; Ultimate Software Group Inc.;

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Author: Ambrogio Visconti