Thoma Bravo Fund XIV LP managed by Thoma Bravo, L.P. signed definitive agreement to acquire 84.26% stake in QAD Inc. (NasdaqGS:QADA) from Pamela Lopker and other shareholders for $1.6 billion on June 27, 2021. Under the terms of the agreement, QAD shareholders will receive $87.5 per share of Class A Common Stock or Class B Common Stock, subject to certain adjustments in cash. The transaction is an all-cash transaction with an equity value of approximately $2 billion. Following closing of the transaction, Pamela Lopker intends to retain a significant ownership interest in QAD and will contribute a total of 3.43 million shares of QAD Class A and Class B common stock to Thoma Bravo as part of a contribution agreement, the proportion of which will be determined later and will continue to serve on the QAD Board. The transaction is expected to be funded via approximately $0.9 billion from equity investments by Thoma Bravo Fund XIV LP and approximately $0.7 billion from debt financing by specified lenders. An equity commitment letter has been obtained where Thoma Bravo Fund XIV LP has committed to provide equity financing in an aggregate amount of up to $1.63 billion. Also, a debt commitment letter has been obtained which consists of a senior secured revolving credit facility in an aggregate principal amount equal to $75 million and a senior secured term loan facility in an aggregate principal amount of $750 million. QAD will be required to pay Thoma Bravo a termination fee of $59 million in cash. Upon termination of the agreement by QAD or Thoma Bravo under specified conditions, Thoma Bravo will be required to pay QAD a termination fee of $127 million in cash.

Upon completion of the transaction, QAD's common stock will no longer be listed on the Nasdaq stock market and QAD will become a private company. Anton Chilton will continue to lead QAD as Chief Executive Officer, and QAD will maintain its headquarters in Santa Barbara, California. The transaction is subject to the satisfaction of customary closing conditions, including the approval of owners of the majority of QAD shares not held by Pamela Lopkerher affiliates and other Directors and officers of QAD and expiration or termination of the applicable waiting period, under the HSR Act and antitrust laws of certain other foreign jurisdictions. The transaction is subject to regulatory clearances. Following the Special Committee's unanimous recommendation, members of the QAD Board other than Pamela Lopker, who recused herself, unanimously approved the merger agreement with Thoma Bravo, and recommend that QAD shareholders adopt and approve the merger agreement and the transaction. The transaction has also been approved by the Board of Thoma Bravo. The special meeting of QAD shareholders will be held on October 15, 2021. As of October 12, 2021, the special meeting of QAD shareholders has been immediately adjourned to November 2, 2021 and there will be no voting at the meeting on October 15, 2021. The applicable waiting period under the HSR Act expired on August 11, 2021. QAD stockholders approved the acquisition on November 2, 2021. The QAD Board of Directors formed a special committee composed entirely of independent Directors to conduct a robust process and negotiate the transaction with the assistance of independent financial and legal advisors. The transaction is expected to close in the fourth quarter of 2021.

Morgan Stanley & Co. LLC is serving as financial advisor and fairness opinion provider to QAD's Special Committee, and Jeffrey D. Marell, Krishna Veeraraghavan, Caith Kushner, Rosita Lee, Jason Tyler, Jean McLoughlin, Meghan Fox, Ron Aizen, Geoffrey Chepiga, Andrew Finch, Jared Nagley, Steven Herzog, Peter Jaffe, Brian Krause, Jonathan Ashtor, Elana Bensoul and Yuni Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as the Special Committee's legal counsel. Moelis & Company LLC is serving as financial advisor and David Hernand, Sean Monroe, Steve Camahort, Rick Horvath, Stephen Harris, and Amy Lawrence of Paul Hastings LLP are serving as legal counsels to Ms. Lopker. Barclays is serving as financial advisor and Bradley Reed and Ted Peto of Kirkland & Ellis LLP are serving as legal counsels to Thoma Bravo. American Stock Transfer & Trust Company, LLC acted as transfer agent for QAD. QAD has agreed to pay Morgan Stanley a fee of approximately $27 million for its services, $3 million of which has been paid following delivery of the opinion. Innisfree M&A Incorporated acted as proxy solicitor for QAD for a fee of approximately $40,000, and reimbursement for certain out-of-pocket fees, charges and expenses. Manatt, Phelps & Phillips, LLP acted as legal advisor to QAD.

Thoma Bravo Fund XIV LP managed by Thoma Bravo, L.P. completed the acquisition of 84.26% stake in QAD Inc. (NasdaqGS:QADA) from Pamela Lopker and other shareholders on November 5, 2021. QAD shares will delist from Nasdaq in connection with the transaction.