the questionWho acquired RealPage, and what ownership and financing can be established?
1From listed company to acquisition subsidiary
analysisRealPage’s 2010 IPO combined newly issued shares and shares sold by existing investors. Historical ownership percentages therefore refer to particular dates and definitions. They cannot be carried forward through the April 2021 cash merger, when Nasdaq trading ended and RealPage became a wholly owned subsidiary of RealPage Holdings, LLC. 1 2 3 4
documentedRealPage’s 2010 IPO offered 12.3 million shares at $11: six million sold by the company and 6.3 million by selling shareholders. The pre-offering ownership table attributed 53.4% to Stephen Winn and affiliated entities, 26.3% to Apax funds, 6.8% to Advance Capital funds and 4.7% to Camden Partners funds. 4
- qualification
- These are historical pre-IPO positions. The prospectus cover and ownership table use different post-offering percentages; neither establishes current ownership.
analysisThe proxy names Funds XIII and XIV in the acquisition structure and records equity commitments and limited guarantees. It also describes the negotiation from the initial $80 proposal to the agreed $88.75 per share and a go-shop period. Winn and his vehicles committed votes in favour; a later Form 4 separately establishes a partial rollover by Seren Capital II. The voting agreement and rollover are different transactions. 5 6 7
documentedThe merger proxy identifies Thoma Bravo Fund XIII, L.P. and Thoma Bravo Fund XIV, L.P. as affiliates of the acquisition vehicles and the intended indirect owners with certain affiliates. The funds committed $7.36 billion of equity and supplied a limited guarantee; the proxy also described $4 billion of debt commitments. 5
- qualification
- Commitments in the proxy are not amounts ultimately drawn or a complete post-closing ownership table.
documentedStephen Winn and his holding entities agreed on 20 December 2020 to vote for the merger. The agreement listed 1,419,700 shares held personally, 5,804,587 through Seren Capital, Ltd. and three million through Seren Capital II, Ltd. Scott Crabill signed for Mirasol Parent as president and assistant secretary. 7 5
- qualification
- A voting agreement establishes the voting commitment, not by itself a later rollover investment.
sources in this section
- EDGAR submission identity: RealPage, Inc. U.S. Securities and Exchange Commission
- RealPage Form 8-K: merger closing, 22 April 2021 U.S. Securities and Exchange Commission
- Florida registration and annual-return record: RealPage, Inc. Florida Division of Corporations
- RealPage 2010 IPO prospectus U.S. Securities and Exchange Commission
- RealPage merger proxy statement, February 2021 U.S. Securities and Exchange Commission
- Company statement concerning the identified participant or proceeding U.S. Securities and Exchange Commission
- Company statement concerning the identified participant or proceeding U.S. Securities and Exchange Commission
3Why the deal numbers differ
analysisThe approximately $10.2 billion announcement value included net debt. The proxy’s $11.3 billion estimate addressed required funds and expenses, while the closing filing used approximately $11.8 billion aggregate consideration and described $6.88 billion equity financing plus other funding. These measures belong to different stages and scopes; adding them would double-count the transaction. 1 2 3
documentedThe acquisition announcement valued RealPage at approximately $10.2 billion including net debt. The proxy estimated roughly $11.3 billion required for the merger, related transactions and expenses. The closing filing instead described aggregate consideration of about $11.8 billion and $6.88 billion of equity financing, alongside debt facilities and other funding sources. 1 2 3
- qualification
- The figures come from different stages and definitions. They should not be added together or treated as three contradictory estimates of the same measure.
analysisAt closing, RealPage became the borrower under first- and second-lien facilities with Goldman Sachs Bank USA as agent. These included $2.75 billion and $1 billion term loans plus a $250 million revolving commitment. Substantial assets of borrowers and specified guarantors secured the facilities, with different lien priorities. The former Wells Fargo-agent facility was repaid. 3
sources in this section
- Company statement source · s-d16 identified by category only · Company statement
- RealPage merger proxy statement, February 2021 U.S. Securities and Exchange Commission
- RealPage Form 8-K: merger closing, 22 April 2021 U.S. Securities and Exchange Commission
4What later parent disclosures add
analysisCourt disclosures identify RealPage Holdings, RealPage Intermediate Holdings and RealPage Parent, LP as upstream entities, but do not quantify every link between them. Parent, LP’s Form D records a separate exempt offering and named officers/directors. A fund investment schedule identifies a co-investment in Parent, LP, while the founder’s rollover disclosure provides another reason not to assume the sponsor funds held every economic interest. 1 2 3 4 5 6 7
documentedRealPage’s September 2024 corporate disclosure named RealPage Holdings, LLC, RealPage Intermediate Holdings, Inc. and RealPage Parent, LP as parent companies. A later New York docket disclosure also named Parent, LP and identified Holdings and Intermediate Holdings as affiliates. 1 2
- qualification
- These disclosures identify upstream entities but do not supply a complete percentage-by-percentage ownership chain between all three. The network therefore labels upstream roles without inventing intermediate percentages.
documentedRealPage Parent, LP is a Delaware limited partnership formed in 2020, formerly RP Property Parent, LP. Its January 2022 Form D reported $18.643 million sold to 155 investors, with first sale on 29 December 2021. Related persons included Dana Jones, David Monk, Samuel Scott Crabill, Tara Gadgil, John Charles Goodman, Erik Akopiantz and Kyle Warren. 3 4
- qualification
- An exempt-offering notice does not identify all ultimate beneficial owners or their percentages.
documentedA fund investment schedule at 30 June 2024 records an April 2021 co-investment in RealPage Parent, LP by NB Crossroads Private Markets Fund VI Holdings LP, with acquisition cost of $4.1 million and reported fair value of $6,050,379. 5
- qualification
- Cost and fair value are different measures and reveal neither the ownership percentage nor a current sale value.
documentedWinn’s Form 4 records that some shares held by Seren Capital II, Ltd. were contributed immediately before closing to RealPage’s parent in exchange for equity interests. Other shares became rights to $88.75 in cash. 6 7
- qualification
- The retained disclosure does not quantify the resulting parent-company percentage or name that parent within the rollover footnote. It does not establish sole Thoma Bravo ownership.
sources in this section
- Court record source · s-d125 identified by category only · Court record
- Court record source · s-d166 identified by category only · Court record
- RealPage Parent, LP Form D, January 2022 U.S. Securities and Exchange Commission
- EDGAR submission identity: RealPage Parent, LP U.S. Securities and Exchange Commission
- NB Crossroads investment schedule, June 2024 U.S. Securities and Exchange Commission
- RealPage merger proxy statement, February 2021 U.S. Securities and Exchange Commission
- Stephen Winn Form 4: April 2021 merger and rollover U.S. Securities and Exchange Commission
5Financial snapshots have their own dates
analysisThe last retained annual financial account before the buyout shows approximately $1.1585 billion revenue and $102.8 million operating income for 2020, with $594.7 million unrestricted cash at year-end. RealPage also raised equity and convertible debt in May 2020. Those public-company numbers do not describe its later private-company balance sheet. 1
analysisA December 2024 rating report describes additional first-lien borrowing intended to repay part of second-lien debt and a B− rating assessment. It is useful evidence of the financing structure contemplated at that time, not an up-to-date statement of debt outstanding or a solvency verdict. 2
attributedA December 2024 credit-rating report assigned B− to a proposed $500 million incremental first-lien loan and lowered existing first-lien issue ratings to B−. Its post-transaction capitalisation described a $3.3 billion term loan B, a proposed $500 million B2, $500 million second-lien debt and a $250 million revolver, of which $120 million was drawn at 30 September 2024. 2
- qualification
- This is a dated rating-agency assessment and proposed financing structure, not a current debt balance or a prediction by this dossier.
sources in this section
- RealPage annual report for 2020 U.S. Securities and Exchange Commission
- Other source · s-d77 identified by category only · Other