The Buyout That Got Cheaper Mid-Deal: Thoma Bravo's $10.4B Take-Private of Anaplan

Every figure below comes from Anaplan, Inc.'s SEC filings (CIK 0001540755): its original deal-announcement 8-K, its DEFA14A amended-terms disclosure, and its closing announcement. Full sources on SEC EDGAR.

Deal snapshot

Why a price cut mid-deal is genuinely rare, and worth studying

In every other breakdown in this series, the negotiated price is fixed at signing and the only question is whether the deal closes at that price or falls apart entirely (see our JetBlue/Spirit failed-transaction breakdown). A signed acquirer walking back into a target's boardroom after signing and successfully negotiating the price down, with the target's own board agreeing and the deal still closing on schedule, is unusual enough that it tells you something specific about market conditions and deal leverage in that moment.

The timing is the whole explanation: Anaplan signed on March 20, 2022, right as the broader software/SaaS sector was entering one of its sharpest multiple compressions in years, driven by rising interest rates repricing long-duration growth stocks across the board. By early June, roughly 11 weeks later, public SaaS comparables had fallen meaningfully, meaning the $66.00 price, struck against a March 2022 comp set, looked increasingly generous against a June 2022 comp set.

How a buyer actually renegotiates a signed deal

Thoma Bravo didn't have a clean legal right to simply demand a lower price, the merger agreement was signed and binding. What it had was leverage from the deal's own remaining conditionality: the transaction still required a shareholder vote and hadn't yet closed. Renegotiating price on an already-signed deal typically happens through one of two channels, either the buyer identifies a legitimate closing-condition dispute (a MAC/MAE claim, a breach allegation) it could use to threaten walking away, or, more commonly in this kind of environment, the buyer simply signals it may not be willing to fund at the original price and both sides negotiate a mutually acceptable amendment rather than risk protracted litigation or the buyer testing a walk-away in court.

Anaplan's board's own public framing after agreeing to the cut leaned hard on certainty: the amended agreement press release specifically stated it provided "immediate and certain value, as well as a clear path to closing," and that the amended terms still represented a meaningful premium over Anaplan's stock price before the original merger agreement was signed. That's the standard board argument for accepting a haircut rather than fighting: a smaller premium, delivered with certainty, can beat a larger premium sitting inside a deal at real risk of collapsing in a falling market, where the standalone fallback (trading as a public SaaS company in a multiple-compression environment) looks considerably worse than it did three months earlier.

The fairness opinion, updated, twice

Because the price changed after the original fairness opinions were delivered, both of Anaplan's financial advisors had to re-render their opinions on the new number. On June 6, 2022, Goldman Sachs delivered an updated written opinion that the amended $63.75/share was fair from a financial point of view to Anaplan's shareholders, and Qatalyst Partners separately rendered its own updated oral fairness opinion on the same amended price the same day. This is a useful mechanical detail for anyone studying deal process: a fairness opinion is time- and price-specific, it doesn't automatically carry over when the underlying terms change, and a board amending a signed deal needs a fresh opinion covering the new number, not just a reference back to the original one.

The predictable shareholder lawsuit, with a sharper edge than usual

As in our Seagen breakdown, a shareholder disclosure lawsuit followed the definitive proxy filing. This one had more specific teeth than the typical boilerplate "disclosure was inadequate" complaint: the complaint alleged the proxy withheld underlying inputs to the financial advisors' analyses and failed to disclose whether unnamed rival bidders, referred to as "Private Equity Firm A" and "Private Equity Firm C," had been given the opportunity to submit revised bids before the Thoma Bravo terms were finalized. Notably, the complaint pointed out that the high end of Private Equity Firm C's earlier proposal, from March 8, 2022, was $2.00 per share higher than the $66.00 ultimately agreed with Thoma Bravo.

That's a materially different kind of challenge than the routine "you didn't disclose enough detail" suits, it's alleging the board may have left value on the table by not running a fuller competitive process before signing with Thoma Bravo in the first place, which becomes an even sharper question once the price was later cut further, not raised.

Why SaaS buyouts specifically are vulnerable to this multiple-compression dynamic

Unlike a REIT (valued largely against appraised real asset NAV) or a mature industrial company (valued against relatively stable cash flow multiples), high-growth SaaS companies are typically valued as a multiple of forward revenue, and that multiple is unusually sensitive to interest rates because so much of the implied value sits in cash flows many years in the future. A rapid rate-driven repricing of the whole software sector, which is exactly what was happening in the weeks between Anaplan's signing and its price amendment, can move the "fair" comp-based valuation of a SaaS target by double-digit percentages in a matter of weeks, in a way that simply doesn't happen as fast for asset-heavy or cash-flow-stable businesses. That's the deal-specific version of a sector-wide macro story, and it's a large part of why SaaS take-privates in 2022 (Anaplan among them) are disproportionately represented in the small set of publicly documented signed-deal repricings.

What actually happened

The amended deal closed on schedule, June 22, 2022, one day after the (rescheduled) shareholder vote. Anaplan was delisted from the NYSE and became a private, Thoma Bravo-owned portfolio company. No competing bidder emerged to test the disclosed prior interest from "Private Equity Firm A" or "Private Equity Firm C" once the deal was actually pending a vote.

SaaS-specific deal checklist this case illustrates

Check the signing date against sector-wide multiple movements, a long gap between signing and closing, spanning a volatile rate environment, is a real repricing risk for SaaS-specific deals in a way it typically isn't for other sectors. A signed deal's price is not necessarily final, watch for amendment/supplement filings between signing and the shareholder vote. Fairness opinions must be re-issued against amended terms, a stale opinion covering an old price isn't valid cover for a board approving new terms. And disclosure lawsuits alleging withheld competing-bid information are a sharper category of challenge than generic "more detail" suits, worth reading closely when they appear.