Blackstone, Vista to Acquire Smartsheet for $8.4 Billion

Smartsheet, the US-based enterprise platform for modern work management, has entered into an agreement to be acquired by funds managed by Blackstone and Vista Equity Partners in an all-cash transaction valued at approximately $8.4 billion.

The transaction is currently expected to close in the fourth quarter of Smartsheet’s fiscal year ending January 31, 2025, subject to the approval of Smartsheet’s shareholders, the satisfaction of required regulatory clearances and other customary closing conditions.

Upon completion of the transaction, Smartsheet’s Class A common stock will no longer be listed on any public market and Smartsheet will become a privately held company. The Company will continue to operate under the Smartsheet name and brand.

Blackstone will invest in Smartsheet through its flagship private equity vehicle and its private equity strategy for individual investors. Vista is a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses.

Under the terms of the agreement, the Vista and Blackstone will acquire all the outstanding shares held by Smartsheet shareholders for $56.50 per share in cash upon the closing of the proposed transaction.

This price represents a premium of approximately 41% to the volume weighted average closing price of Smartsheet stock for the 90 trading days ending on 17 July 2024, the last full trading day prior to media reports regarding a possible sale transaction involving the company, and a 16% premium to the highest closing stock price over the last 12 months ending 17 July 2024.

Smarsheet CEO Mark Mader said that for more than a decade, they have built a thriving community of employees, partners, and customers, each focused on building and benefiting from the company’s industry-leading work management platform.

Mark Mader also said that this transaction is a testament to his employees’ outstanding work in serving customers and partners, and building an enterprise-grade, market-leading platform.

“As we look to the future, we are confident that Blackstone and Vista’s expertise and resources will help us ensure Smartsheet remains a great place to work where our employees thrive, while driving innovation and delivering even greater value for customers and stakeholders,” Mader added.

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, said that across increasingly distributed, cross-functional and global workforces, Smartsheet’s innovative and market-leading solutions are mission-critical in helping teams collaborate at scale to achieve superior results.

Monti Saroya, Co-Head of Vista’s Flagship Fund and Senior Managing Director, and John Stalder, Managing Director at Vista, said that modern enterprises rely on Smartsheet’s simple and scalable solutions to manage a diverse range of business-critical processes every single day because they enable seamless collaboration, enhanced productivity and faster and more informed decision-making.

Additional Terms

The merger agreement for the transaction includes a 45-day “go-shop” period that expires on 8 November 2024. During this period, Smartsheet and its advisors will be permitted to actively solicit alternative acquisition proposals from certain third parties, and potentially enter into negotiations with other parties that make alternative acquisition proposals.

The Smartsheet Board of Directors will have the right to terminate the merger agreement to accept a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” process will or will not result in a superior proposal, and Smartsheet does not intend to disclose related developments unless and until it determines that such disclosure is appropriate or otherwise required.