Silver Lake to invest $500m in Vertex to fund tender offer for Pagero

Pagero is an e-invoicing company.

  • Vertex’s tender offer for Pagero is equivalent to a total tender value of around $555m
  • Joe Osnoss, a managing partner at Silver Lake, will join the Vertex board of directors
  • Silver Lake is a global technology investment firm

Silver Lake is set to invest $500 million in Vertex, which the Philadelphia-headquartered indirect tax service provider will use in a public tender offer for Swedish e-invoicing company Pagero.

The public tender offer of Skr36 per share for all Gothenburg-based Pagero’s shares is equivalent to a total tender value of around $555 million. Silver Lake will buy $500 million of new convertible preferred stock, with the remaining funding coming from a revolving credit facility.

Vertex’s acquisition of Pagero will accelerate the companies’ partnership announced in October to provide multinational companies with an end-to-end solution to automate business transactions and manage indirect tax, reporting and e-invoicing compliance globally, according to a release.

“Adding e-invoicing via Pagero will provide even more value to customers seeking end-to-end integration and automation,” said Joe Osnoss, a managing partner at Silver Lake, who will join the Vertex board of directors upon completion of the transaction.

The convertible preferred stock carries a payment-in-kind dividend of 11.75 percent and is convertible into Vertex common stock at an initial conversion price equal to a 20 percent premium over Vertex’s trailing 10-day volume-weighted average price as of 19 December, subject to a minimum conversion price of $32.50 and a maximum of $37.50.

Silver Lake will also be issued warrants to purchase up to 2.5 million additional shares of Vertex common stock at the conversion price as part of the transaction, the release said.

Centerview Partners acted as financial advisor and Latham and Watkins as legal advisor to Vertex in connection with the investment by Silver Lake. Simpson Thacher & Bartlett acted as legal advisor to Silver Lake.

Silver Lake is a global technology investment firm based in Menlo Park, California.