BELLEVUE, Wash. – September 24, 2024 – Smartsheet (NYSE:SMAR), a leading enterprise platform for modern work management, has announced a definitive agreement to be acquired by funds managed by Blackstone And Vista Equity Partners in an all-cash transaction valued at approximately $8.4 billion. This significant move will see Smartsheet become a privately held company, delisting from the public market.
Under the agreement, shareholders of Smartsheet are set to receive $56.50 per share in cash upon the transaction’s completion. This offer represents a substantial 41% premium over the 90-day volume weighted average price of Smartsheet stock leading up to July 17, 2024, before any media speculation about a potential sale. It also marks a 16% premium over the stock’s highest closing price in the 12 months preceding July 17, 2024, highlighting the compelling value offered to shareholders.
“For over a decade, Smartsheet has cultivated a vibrant ecosystem of employees, partners, and customers, all united in leveraging our industry-leading work management platform. As we embark on our next growth phase, we are excited to collaborate with Blackstone and Vista Equity Partners to accelerate our vision of modernizing work management for enterprises worldwide,” stated Mark Mader, CEO of Smartsheet. He further added, “This transaction is a recognition of our employees’ dedication to serving customers and partners, and to building a top-tier, market-leading platform. Looking ahead, we are confident that the combined expertise and resources of Blackstone and Vista will ensure Smartsheet’s continued success as a workplace where our employees thrive, while also fostering innovation and delivering even greater value to our customers and stakeholders.”
Martin Brand, Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, and Sachin Bavishi, a Senior Managing Director at Blackstone, jointly commented, “In today’s increasingly distributed and global work environments, Smartsheet’s innovative solutions are crucial for enabling teams to collaborate effectively at scale. We are thrilled to partner with the Smartsheet management team to drive long-term growth. By combining our resources with those of our partner Vista, and Vista’s deep expertise in enterprise software, we aim to accelerate investments in the next wave of work management solutions.”
Monti Saroya, Co-Head of Vista’s Flagship Fund and Senior Managing Director, and John Stalder, Managing Director at Vista, emphasized, “Modern enterprises depend on Smartsheet’s user-friendly and scalable solutions to manage critical business processes daily. These solutions foster seamless collaboration, boost productivity, and enable faster, more informed decision-making. We are eager to work closely with Blackstone and Smartsheet to support their ambitious goal of making their platform accessible to every organization, team, and worker who relies on collaborative work for success.” Vista is recognized as a premier global investment firm with a focus solely on enterprise software, data, and technology-enabled businesses, bringing significant sector-specific knowledge to this partnership.
Transaction Details and “Go-Shop” Period
The merger agreement includes a 45-day “go-shop” period, expiring on November 8, 2024. This allows Smartsheet, with the assistance of its advisors, to actively seek alternative acquisition proposals from interested third parties. There is also the option to engage in negotiations with parties who present alternative offers. The Smartsheet Board of Directors retains the right to terminate the current merger agreement should a superior proposal emerge, subject to the terms outlined in the agreement. However, there is no guarantee that this “go-shop” process will result in a superior proposal, and Smartsheet has stated they do not intend to publicly disclose any developments unless required or deemed appropriate.
The transaction is currently anticipated to close in the fourth quarter of Smartsheet’s fiscal year, ending January 31, 2025. This is contingent upon shareholder approval from Smartsheet, the satisfaction of regulatory clearances, and other standard closing conditions. The Smartsheet Board of Directors has unanimously approved the merger agreement and is recommending that shareholders vote in favor of the transaction at a special meeting to be scheduled. Upon completion, Smartsheet’s Class A common stock will be delisted, and the company will operate as a private entity, continuing under the Smartsheet name and brand.
Advisors
Smartsheet has appointed Qatalyst Partners as their exclusive financial advisor, and Fenwick & West LLP is serving as legal counsel. Blackstone and Vista Equity Partners have Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as financial advisors, with Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP acting as legal counsel.
About Smartsheet
Smartsheet is the enterprise platform for modern work management, trusted by millions globally, including approximately 85% of Fortune 500 companies in 2024. As a pioneer and leader in the work management category, Smartsheet provides powerful solutions that drive performance and fuel innovation. To discover more, visit www.smartsheet.com.
About Blackstone
Blackstone is the world’s largest alternative asset manager, committed to delivering strong returns for investors by strengthening their portfolio companies. With over $1 trillion in assets under management, Blackstone’s global strategies span real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries, and hedge funds. For more information, visit www.blackstone.com. Stay connected with Blackstone on LinkedIn, X (Twitter), and Instagram.
About Vista Equity Partners
Vista Equity Partners is a leading global investment firm specializing in enterprise software, data, and technology-enabled businesses. With over $100 billion in assets under management as of March 31, 2024, Vista invests across private equity, permanent capital, credit, and public equity strategies. Vista’s approach focuses on creating long-term market value for its ecosystem of investors, companies, customers, and employees. Vista believes in technology’s transformative power for a better future. Learn more at vistaequitypartners.com. Follow Vista on LinkedIn and X (Twitter).
Forward-Looking Statements
This announcement includes forward-looking statements regarding the proposed transaction, including its completion, expected timing, and the future performance of Smartsheet. These statements are based on current expectations and are subject to risks and uncertainties, including shareholder approval, regulatory clearances, the possibility of competing offers, and market conditions. Actual results may differ materially. Smartsheet undertakes no obligation to update these forward-looking statements. Investors are advised to review Smartsheet’s SEC filings for a comprehensive understanding of these risks.
Additional Information
This announcement is for informational purposes only and is not a solicitation of proxies. In connection with the proposed transaction, Smartsheet will file a proxy statement with the SEC. Investors and shareholders are urged to read the proxy statement and other relevant materials when available, as they will contain important information about the proposed transaction. These materials will be available on Smartsheet’s website at https://investors.smartsheet.com/ and the SEC’s website at www.sec.gov.
Participants in Solicitation
Smartsheet and its directors, executive officers, and employees may be deemed participants in proxy solicitation. Information about these individuals is available in Smartsheet’s proxy statements and SEC filings, accessible at the SEC’s website and Smartsheet’s investor relations website.
No Offer or Solicitation
This announcement is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful.
Contacts
For Smartsheet
Investor Relations Contact
Aaron Turner
[email protected]
Media Contact
Jennifer Henderson
[email protected] OR FGS Global
[email protected]
For Blackstone
Matt Anderson
(518) 248-7310
[email protected]
Mariel Seidman-Gati
(646) 482-3712
[email protected]
For Vista Equity Partners
Brian Steel
(212) 804-9170
[email protected]
