Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. submitted written indication of interest to acquire Bottomline Technologies, Inc. (NasdaqGS:EPAY) from Clearfield Capital Management LP and others for $2.6 billion on October 22, 2021. Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. entered into a definitive agreement to acquire Bottomline Technologies, Inc. (NasdaqGS:EPAY) from Clearfield Capital Management LP and others for $2.6 billion on December 16, 2021. Under the terms of agreement, Bottomline shareholders will receive $57 in cash for each share held, which represents a premium of approximately 42% to Bottomline's unaffected closing stock price on October 19, 2021, the last full trading day prior to the announcement of the formation of the Bottomline Board of Directors' Strategy Committee, and a premium of approximately 41% to Bottomline's 30-day volume weighted average price as of October 19, 2021. Thoma Bravo has secured committed equity financing for the acquisition to be provided by Thoma Bravo Fund XV, L.P. Upon completion of the transaction, Bottomline will become a privately held company. In case of termination Bottomline will be required to pay Thoma Bravo a termination fee of $78 million.

Consummation of the transaction is subject to customary closing conditions, including, approval from the Financial Conduct Authority in the United Kingdom, expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval of the change in control over Bottomline Payment Services Limited by the Financial Conduct Authority in the United Kingdom, and approval by Bottomline's stockholders. The transaction has been unanimously approved by Bottomline Board and recommended for approval to the shareholders. Shareholders including Clearfield Capital Management LP have entered into a voting agreement in support of the transaction. Under these agreements, which represent approximately 4% of Bottomline's outstanding shares, the applicable shareholders have agreed to vote in favor of the transaction, and against any competitive transaction, subject to certain terms and conditions. As of March 8, 2022, the transaction was approved by the shareholders of Bottomline Technologies. The parties expect the transaction to close in the second calendar quarter of 2022.

Deutsche Bank Securities acted as financial advisor and provided fairness opinion to Bottomline with a service fee of $25 million and $1 million respectively. Graham Robinson and Laura Knoll of Skadden, Arps, Slate, Meagher & Flom LLP and Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors to Bottomline. BofA Securities, Inc. acted as exclusive financial advisor to Thoma Bravo. Edwin S. del Hierro, Theodore A. Peto and Peter Stach of Kirkland & Ellis LLP acted as legal advisors to Thoma Bravo. Andrew Bab of Debevoise & Plimpton acted as legal advisor to Deutsche Bank. Innisfree M&A Inc. acted as proxy solicitor to Bottomline with a service fee of $75,000.

Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. completed the acquisition of Bottomline Technologies, Inc. (NasdaqGS:EPAY) from Clearfield Capital Management LP and others on May 13, 2022. Trading of the Shares on Nasdaq was suspended following the close of trading on May 13, 2022. The common stock of Bottomline would be delisted on Nasdaq and has filed a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission. Upon closing, all of the directors of Bottomline ceased to be directors of Bottomline as of the Effective Time. Immediately following the Effective Time, Bottomline's board of directors consisted of Craig Saks and Bruce Bowden. Craig Saks was appointed as Chief Executive Officer of Bottomline following the closing of the Merger. On May 11, 2022, Robert Eberle and Bottomline entered into a Strategic Advisor and Transition Agreement, pursuant to which Eberle will serve as Strategic Advisor to Bottomline through June 30, 2022 and will be paid a monthly consulting fee of $34,476 for his services as Strategic Advisor.