Kirkland, Ropes & Gray Acted On Bain Capital's $5.6 Billion Acquisition Of PowerSchool

Kirkland, Ropes & Gray Acted On Bain Capital's $5.6 Billion Acquisition Of PowerSchool

Kirkland & Ellis and Ropes & Gray advised on Bain Capital’s $5.6 Billion Acquisition of Education Software Company PowerSchool.

In the take-private Deal, Kirkland represented its longstanding client PowerSchool, while Ropes Provided Counsel to Bain. Additionally, a team from Freshfields Bruckhaus Deringer, led by M&A Partners Damien Zoubek and Sanjay Murti, advised the Special Committee of the PowerSchool Board of Directors.

Bain will shell out $22.80 per share in cash to PowerSchool shareholders, Marking a 37% Premium over the company’s share price on May 7 before media reports surfaced regarding Bain's potential deal talks.

Headquartered in Folsom, California, PowerSchool delivers cloud-based software to major school districts in North America, boasting over 17,000 customers across 90 countries.

Vista Equity Partners acquired PowerSchool in 2015, subsequently turning to Kirkland for Legal Counsel, including the sale of a stake to Onex in 2018 and its Up-C IPO three years later, valuing the company at $3.5 billion. Post-Bain acquisition, Vista and Onex will retain minority investments in PowerSchool.

Leading the Kirkland team were corporate Partners David Klein, Andrew Norwich, and Daniel Wolf, supported by Partners Ari Levi and Stuart Casillas. Other contributors included executive compensation Partners Rohit Nafday and Anthony Ji, Tax Partners Heidi Yuen and David Kung, antitrust and compensation Partners Marin and Jack Coles, Debt Finance Partners Sonali Jindal and Douglas Tedeschi, Government Contracts Partner Boyd Greene, and Capital Markets Partner Robert Goedert.

Ropes’ team included private equity Partners Charlie Boer, David Hutchins, and Jessica Cooney, M&A Partners Thomas Holden and Thomas Fraser, Finance Partners Byung Choi and Scott Rolnik, Tax Partner Pam Glazier, and Executive Compensation and Employee Benefits Partner Renata Ferrari. Additionally, Litigation Partners Dan McCaughey, Martin Crisp, Peter Welsh, and Nick Berg, along with regulatory Partners Ruchit Patel, Jonathan Klarfeld, and Ama Adams, Data, Privacy, and Cybersecurity Partner Ed McNicholas, IP Transactions Partner Erica Han, Labor Partner Megan Bisk, and ESG Partner Michael Littenberg played pivotal roles in the deal.

"PowerSchool will have access to additional resources and the flexibility to deliver more growth and innovation, particularly with our generative AI platform, and scale our global reach," said PowerSchool CEO Hardeep Gulati, expressing optimism about the future with Bain Capital's Backing.

The acquisition reflects a resurgence in private equity-led deals after a sluggish 2023 due to higher interest rates impacting debt financing for leveraged buyouts.

Debt financiers for the PowerSchool deal include Ares Capital Management, HPS Investment Partners, Blackstone Alternative Credit Advisors, Blue Owl Credit Advisors, Sixth Street Partners, and Golub Capital.

PowerSchool’s board has greenlit the deal, slated for closure in the latter half of this year. Goldman Sachs serves as the exclusive financial advisor to PowerSchool, while Centerview Partners advises the special committee of the PowerSchool Board of Directors.