Solera Holdings Inc, which provides technology services to insurance companies, said it agreed to be acquired by an affiliate of private-equity firm Vista Equity Partners for USD 3.74 billion in cash.
Vista expects the transaction to enhance its position as an acquirer of data companies and enterprise application software. The deal is the largest in Vista's history, according to a person familiar with the matter.
The offer price of USD 55.85 per share represents a 13 percent premium to Westlake, Texas-based Solera's share price on Friday, when the stock closed up 3.9 percent.
The deal value is based on Solera's outstanding shares as of Aug. 25. Including debt, the deal is valued at about USD 6.5 billion, Solera said.
The deal, which is not subject to any financing condition, will be financed through a combination of common and preferred equity contributions by investment funds affiliated with Vista, Koch Equity Development, and an affiliate of Goldman Sachs & Co, Solera said in a statement.
Existing debt financing as well as new debt financing for the deal, which has been approved by Solera's board, has been committed to by Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, Solera said.
The deal is expected to close no later than the first calendar quarter of 2016, the company said.
On Aug. 20, Solera said it was exploring a "variety of strategic alternatives." The company hired Rothschild as its financial adviser while its board of directors' special committee hired adviser Centerview Partners LLC and the law firm Sullivan & Cromwell.
J.P. Morgan Securities LLC is advising Vista on the deal.
Solera's clients include the 10 largest insurance companies in Europe and the United States, according to its website.
Bloomberg reported earlier on Sunday that the parties had agreed to the terms.
Private-equity firms have been active buyers of insurance services providers, attracted by their resilience in financial downturns. In August, Thoma Bravo acquired iPipeline, a provider of software to the life insurance industry. Last year, New York-based KKR & Co LP bought Sedgwick Claims Management Services Inc for USD 2.4 billion from private-equity peer Hellman & Friedman LLC.
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