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3 Investor Lawsuits Challenge $10.8B RealPage, Thoma Bravo Merger

At least three investors in Richardson-based RealPage Inc. are trying to halt the firm's sale to private equity firm Thoma Bravo until certain information about the deal is turned over. 

Thoma Bravo is expected to buy RealPage, a real estate software data provider, for $10.8B, a deal announced in December and expected to close in the first half of this year. 


Three shareholders, Marc Waterman, Bryan Anderson and James Parshall, filed lawsuits in a Delaware federal district court in February, alleging securities violations and asking for the court to halt the sale.

The plaintiffs name RealPage, CEO Stephen Winn and various members of the board of directors as defendants as they allege numerous securities violations over the failure to provide specific information that would help shareholders assess the value of the purchase price offered by Thoma Bravo.

The agreement as proposed will give shareholders an $88.75 per share payout at the time of the transaction's closing. The shareholders claim they are unable to assess the accuracy of the offered price without having information disclosed on how the parties calculated adjusted earnings before interest, taxes, depreciation and amortization including any acquisition-related deferred revenue, depreciation, asset impairment and other acquisition and legal expenses. 

The parties also claim in their suit that they are unable to assess the veracity of Bank of America's advisory opinion on the strength of the deal since it fails to include key data points and is unclear on how the bank reached its conclusion to recommend the sale. 

The parties also claim more information is needed to determine if there are any potential conflicts of interest attached to RealPage's senior leadership, particularly when it comes to any employment or other benefits RealPage executives could enjoy from the execution of the sale. 

The parties are asking the court to stop the sale until all of this information is turned over. 

A spokesperson for RealPage declined to comment on the pending litigation Monday.