Kirkland, Ropes & Gray steer Bain’s $5.6bn PowerSchool acquisition

Kirkland acts for longtime client PowerSchool as private equity-led deals show signs of picking up

Kirkland & Ellis and Ropes & Gray have led on Bain Capital’s $5.6bn acquisition of education-software company PowerSchool.

Kirkland acted for longtime client PowerSchool on the take-private deal, while Ropes advised Bain and a Freshfields Bruckhaus Deringer team led by M&A partners Damien Zoubek and Sanjay Murti counselled the special committee of the PowerSchool board of directors. 

Bain will pay $22.80 per share in cash to PowerSchool shareholders, a 37% premium over the company’s share price on 7 May prior to media reports it was in talks with Bain for a possible deal. 

Folsom, California-headquartered PowerSchool provides cloud-based software to some of the largest school districts in North America and has more than 17,000 customers across 90 countries.

The company was bought by Vista Equity Partners in 2015 and since then has regularly turned to Kirkland for counsel, including for the sale of a stake to Onex in 2018 and its Up-C IPO three years later, which valued the company at $3.5bn. Vista and Onex will continue to have minority investments in PowerSchool following the Bain acquisition.

The Kirkland team this time round was led by corporate partners David Klein, Andrew Norwich and Daniel Wolf, with assistance from corporate partners Ari Levi and Stuart Casillas. 

Other team members 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.

Meantime 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. 

Ropes litigation partners Dan McCaughey, Martin Crisp, Peter Welsh and Nick Berg also acted on the deal alongside regulatory partners Ruchit Patel, Jonathan Klarfeld and Ama Adams, data, privacy and cybersecurity partner Ed McNicholas, IP transactions partner Erica Han, labour partner Megan Bisk and ESG partner Michael Littenberg. 

“With Bain Capital’s support, 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. 

The buyout comes as private equity-led deals show signs of picking up after a slowdown in 2023, when high interest rates made debt financing for leveraged buyouts pricier. 

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 approved the deal, which is expected to close in the second half of this year.

Goldman Sachs is acting as the exclusive financial advisor to PowerSchool, while Centerview Partners is acting as the exclusive financial advisor to the special committee of the PowerSchool board of directors. 

The deal comes amid a surge in global M&A after dealmaking slumped to a 10-year low in 2023. Global M&A volumes jumped 38% in the first quarter compared to the same period last year to nearly $800bn, according to LSEG, though deals are taking longer to complete amid increased regulatory scrutiny.

Kirkland placed eighth in LSEG’s global M&A legal advisor rankings by deal value in the opening three months of the year, working on deals worth just north of $80bn. The firm led the rankings for 2023 after advising on deals worth nearly $400bn over the course of the year. 

Meantime Ropes’ work on deals worth $27.3bn in the first quarter saw it place 22nd; the firm was not among the top 25 included in the rankings for 2023. 

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