Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority entered into an Agreement and Plan of Merger to acquire Coupa Software Incorporated (NasdaqGS:COUP) from a group of shareholders for $6.7 billion on December 11, 2022. Under the terms of the agreement, Coupa shareholders will receive $81 per share in cash. As part of the transaction, Abu Dhabi Investment Authority (ADIA) will acquire minority stake. Thoma Bravo has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Upon completion of the transaction, Coupa's common stock will no longer be listed on any public market and will become a privately held company. The company will continue to operate under the Coupa name and brand. Coupa will pay a termination fee of $200 million in cash on termination of the Merger Agreement under specified circumstances. The Merger Agreement also provides that a reverse termination fee of $435 million will be paid to Coupa under specified circumstances.

The transaction is subject to customary closing conditions, including approval by Coupa shareholders; the receipt of required regulatory approvals and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain foreign antitrust clearances. The transaction was approved unanimously by the Board of Directors of Coupa and Thoma Bravo. Also on December 11, 2022, in connection with the execution of the Merger Agreement, directors of Coupa, collectively holding approximately 2.2% stake, have entered into a voting agreement and thereto have agreed to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and certain other matters. The transaction is expected to close in the first half of 2023.

Qatalyst Partners LP acted as financial advisor and Damien R. Zoubek, Jenny Hochenberg, Nicole Foster, Sarah Ghulamhussain, Allison Liff, Menachem Kaplan, Christine Lyon, Joe Soltis, Jamillia Ferris, Meytal McCoy, Aimen Mir, Tom McGrath, Christine Laciak, Uwe Salaschek, Sarah Solum and Oliver J. Board of Freshfields Bruckhaus Deringer US LLP acted as legal advisors to Coupa. Goldman Sachs & Co. LLC and Piper Sandler acted as financial advisors and Theodore A. Peto, Cole Parker, Peter Stach and Matthew Benedetto, Fred Lim, Omar Raddawi, Aaron Lorber, Kevin Coenen and Adam Kool of Kirkland & Ellis LLP acted as legal advisors to Thoma Bravo. Qatalyst Partners, L.P. acted as financial advisor to the board of directors of Coupa. Spencer D. Klein of Morrison & Foerster LLP acted as legal advisor to Qatalyst Partners in the transaction. Computershare Trust Company, National Association acted as transfer agent to Coupa. Coupa has retained Innisfree M&A Incorporated to solicit proxies at a total cost to the Company of approximately $100,000, plus reimbursement of customary out-of-pocket expenses.

Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority completed the acquisition of Coupa Software Incorporated (NasdaqGS:COUP) from a group of shareholders on February 28, 2023. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised General Atlantic in its $450 million investment in the Thoma Bravo-led acquisition of Coupa Software.