Smartsheet to be Acquired by Blackstone and Vista Equity Partners for US $8.4 Billion

October 21, 2024

Smartsheet has entered into an agreement to be acquired by funds managed by Blackstone and Vista Equity Partners (the "Purchasers") in a transaction valued at approximately US $8.4 billion.

Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP are acting as legal counsel to the Purchasers.

The merger agreement for the transaction includes a 45-day "go-shop" period that expires on November 8, 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.

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. The Smartsheet Board of Directors unanimously approved the merger agreement and recommends Smartsheet shareholders vote their shares in support of the transaction at a special meeting of shareholders to vote on the transaction.

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.

Advisors

Qatalyst Partners is acting as exclusive financial advisor to Smartsheet. Fenwick & West LLP is acting as legal counsel to Smartsheet.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors and Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP are acting as legal counsel to Blackstone and Vista Equity Partners.
Nassar Abogados acted as counsel to Vista Equity Partners for the Costa Rican legal aspects of the transaction, including, due diligence and purchase documentation.

About Smartsheet

Smartsheet is the modern enterprise work management platform trusted by millions of people at companies across the globe, including approximately 85% of the 2024 Fortune 500 companies. As a pioneer and market leader in this category, Smartsheet delivers powerful solutions fueling performance and driving the next wave of innovation.

About Blackstone

Blackstone is the world’s largest alternative asset manager. We seek to deliver compelling returns for institutional and individual investors by strengthening the companies in which we invest. Our more than US $1 trillion in assets under management include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds.

About Vista Equity Partners

Vista is a leading global investment firm with more than US $100 billion in assets under management as of March 31, 2024. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista’s investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future – a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity.