The Firm is representing affiliates of Silver Lake in their announced investment in Vertex, Inc. (“Vertex”) (NASDAQ: VERX). Affiliates of Silver Lake will purchase $500 million of 11.75% Series A Convertible Preferred Stock issued by Vertex. Vertex has also agreed to issue Silver Lake warrants to purchase up to 2,500,000 shares of Class A Common Stock, exercisable for a period of eight years. Proceeds from Silver Lake’s investment will be used, together with proceeds from Vertex’s revolving credit facility and cash on hand, to finance Vertex’s public tender offer to acquire Pagero Group AB (“Pagero”). Silver Lake’s investment is subject to customary closing conditions and is expected to close shortly prior to the closing of the acquisition of Pagero.
Vertex is a leading global provider of indirect tax solutions. Vertex’s mission is to deliver the most trusted tax technology enabling global businesses to transact, comply and grow with confidence. Vertex provides solutions that can be tailored to specific industries for major lines of indirect tax, including sales and consumer use, value added and payroll. Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant, and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data.
The Simpson Thacher team included Ken Wallach, Sunny Cheong, Hui Lin, Lia Toback, Catherine Ciriello, Ben Pittenger, David Turitzin, Kelly Johnson (Capital Markets); Jonathan Lindabury, Jennifer Levitt and Mimi Cheng (Banking and Credit); Russell Light and Edward Grais (Tax); Lori Lesser, Rachelle Broida (Intellectual Property); Tristan Brown (Executive Compensation and Employee Benefits); Catherine Burns (Credit); Jennie Getsin (Blue Sky and FINRA); Jennifer Nadborny (Public Company Advisory Practice); Mark Skerry, Claire DiMario, Liam Murray and Michael Kalinin (Foreign Direct Investment); Peter Guryan, Étienne Renaudeau, Kelly Karapetyan, James Goldfeier, Luke Cowdell and Henry Llewellyn (Antitrust); and Jonathan Karen, Jordan Cross and Demetrius D. Baefsky (Private Funds).