DEFM14A: AvidXchange Goes Private in $1.9B TPG, Corpay Merger

Sentiment:

Merger Announcement 15 August 2025 10:44 AM

📋All filings for Avidxchange Holdings, INC

AvidXchange Holdings, Inc. announces a definitive agreement to be acquired by affiliates of TPG Global, LLC and Corpay, Inc. for $10.00 per share in cash, taking the company private.

Delay expectedThe Merger is anticipated to be consummated in the fourth quarter of 2025, but factors outside the control of the Company and Parent could result in a later consummation or not at all.The Company and Parent are in the process of obtaining Required Money Transfer Approvals, but there can be no assurances that all will be obtained by the End Date (May 6, 2026).One or more regulatory authorities may impose conditions, restrictions, qualifications, requirements, or limitations when granting a Required Money Transfer Approval, which could delay or prevent the merger.

Capital raiseThe total funds necessary to consummate the Merger and other Transactions, not including fees and expenses, will be approximately $1.9 billion.TPG Guarantor has committed up to $1,197,651,504 in equity financing.Corpay has committed up to $730,434,486 in equity financing.Parent has obtained debt financing commitments of $500,000,000, comprising a $440,000,000 Term Loan Facility and a $60,000,000 Revolving Credit Facility.The proceeds from the equity and debt financing will be used to pay the aggregate Merger Consideration, Option Consideration, RSU Consideration, refinance existing debt, and cover fees and expenses.

Worse than expectedThe Company's stock price declined from $12.72 on July 30, 2024, to $8.94 on July 31, 2024, following a downward adjustment of FY 2024 revenue guidance.The stock price further declined from $9.15 on February 25, 2025, to $7.26 on February 26, 2025, after the release of Q4 2024 and FY 2024 earnings and FY 2025 guidance.The Board noted that the Company had consistently underperformed its annual growth plans and short-term guidance as a public company.The Risk-Adjusted Forecasts, used by financial advisors, reflected a more conservative outlook due to actual performance and macroenvironmental changes, with Unlevered Free Cash Flow projected to be negative $(20) million in 2025.The Merger Consideration of $10.00 per share is a 22% discount to the Company's 52-week closing high of $12.86 on July 23, 2024.

Summary

AvidXchange Holdings, Inc. (AVDX) will be acquired by Arrow Borrower 2025, Inc., an affiliate of TPG Global, LLC, and Corpay, Inc., in a going-private transaction.
The acquisition price is $10.00 per share in cash, valuing the transaction at approximately $1.9 billion, including debt and equity awards.
This represents a 22% premium over the closing price of $8.20 on May 6, 2025, the last trading day prior to the announcement of the Merger Agreement.
The offer also represents a 16% premium over the 90-day volume weighted average price as of May 6, 2025, and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction.
AvidXchange will become a privately held company and its common stock will be delisted from Nasdaq.
A special meeting of stockholders is scheduled for September 16, 2025, to vote on the merger, certain merger-related executive compensation, and a proposal to adjourn the meeting if necessary.
Certain officers, including CEO Michael Praeger, will roll over a portion of their shares into equity interests of the acquiring entity, Arrow Parent 2025, L.P. (Topco), maintaining an equity stake in the private company.

Sentiment

Score: 6

Explanation: The merger offers a definitive cash price of $10.00 per share, representing a significant premium over recent trading prices and providing immediate liquidity and certainty of value to stockholders. This is positive given the Company's historical underperformance against growth plans and declining stock price. However, the offer is below the 52-week high, and the going-private nature means shareholders forgo future potential upside. The underlying business challenges and macroeconomic headwinds suggest that remaining public carried significant risks, making the exit a reasonable outcome for many.

Positives

Stockholders will receive a significant cash premium: 22% over the last unaffected closing price, 16% over the 90-day volume weighted average price, and 45% over the price before media reports of a potential transaction.
The transaction provides immediate liquidity and certainty of value for stockholders, mitigating risks associated with continued public market volatility and the Company's historical underperformance against growth plans.
The merger is not conditioned upon receipt of financing by Parent, increasing the likelihood of consummation.
The Board of Directors believes the merger provides the best opportunity to maximize stockholder value.
A thorough strategic review process was conducted with the assistance of financial and legal advisors, and the Merger Agreement includes 'fiduciary out' provisions allowing the Company to consider superior proposals under certain conditions.
Committed equity and debt financing from TPG and Corpay are in place.

Negatives

Unaffiliated stockholders will no longer participate in any future earnings, growth, or potential appreciation in the value of AvidXchange as a private company.
The receipt of cash in exchange for Company Common Stock will be a taxable transaction for U.S. federal income tax purposes for U.S. holders.
The Merger Consideration of $10.00 per share represents a 22% discount to the Company's 52-week closing high of $12.86 on July 23, 2024.
The Company's ability to solicit other takeover proposals is restricted after the agreement date, although 'fiduciary out' provisions exist.
A Company Termination Fee of $78,000,000 (approximately 3.5% of the equity value) is payable under certain circumstances, which could deter competing bids.
There is a risk of disruption to the Company's operations and relationships with customers, vendors, and employees due to the announcement and pendency of the merger.
Management's focus and resources may be diverted from other important business opportunities during the merger process.
Restrictions on the Company's business conduct during the pendency of the merger may limit its ability to pursue certain opportunities.
The Company has consistently underperformed its annual growth plans and short-term guidance to public analysts since becoming a public company.
The Risk-Adjusted Forecasts, used by financial advisors, reflected a more conservative outlook with projected negative Unlevered Free Cash Flow for 2025, indicating underlying business challenges.

Risks

The possibility that any or all of the various conditions to the completion of the Transactions, including stockholder and regulatory approvals, may not be satisfied or waived in a timely manner or at all.
The ability of Parent to obtain the necessary financing arrangements set forth in the Equity Commitment Letters and Debt Commitment Letter.
Potential litigation relating to the Transactions that could be instituted against Parent, Merger Sub, the Company, or their respective directors, managers, or officers.
The risk that disruptions from the Transactions may harm the Company's business, including current plans and operations.
The ability of the Company to retain and hire key personnel.
Risks related to diversion of management's attention from the Company's day-to-day operations due to the pending Merger.
Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions.
Continued availability of capital and financing and rating agency actions.
Legislative, regulatory, and economic developments affecting the Company's business.
General economic and market developments and conditions.
Potential business uncertainty, including changes to existing business relationships, during the pendency of the Transactions.
Certain restrictions during the pendency of the Transactions that may impact the Company's ability to pursue certain business opportunities or strategic transactions.
Provisions in the Merger Agreement that limit the Company's ability to pursue alternatives to the Merger, including the requirement to pay the Company Termination Fee under certain circumstances.
Unpredictability and severity of catastrophic events, including acts of terrorism, pandemics, outbreaks of war or hostilities.
Significant transaction costs associated with the Transactions.
The possibility that the Transactions may be more expensive to complete than anticipated.
The occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement.
The possibility that competing offers or Acquisition Proposals may be made in response to the announcement of the Transactions.
The effect of the announcement or pendency of the Transactions on the Company Common Stock prices and/or operating results and uncertainty as to the long-term value of the Company Common Stock.
The risk that the Company's stock price may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not consummated.
The inability of stockholders (excluding the Rollover Stockholders) to participate in any further upside of the Company's business if the Merger is consummated.
The fact that the receipt of cash in exchange for Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.
Regulatory approvals, particularly Required Money Transfer Approvals, may not be obtained by the End Date or may involve the imposition of additional conditions.

Future Outlook

The Company will become a privately held entity, which is expected to provide management with increased flexibility to execute future strategic plans and concentrate on long-term growth, reducing the focus on short-term quarterly performance often emphasized by public equity markets. The TPG Filing Parties have arrangements that may lead to a future sale of Topco equity to Corpay after 33 months following the Closing. Topco has also agreed to consider establishing a management equity incentive plan post-closing with a 12% award pool for certain employees.

Management Comments

The Board of Directors determined that the Merger Agreement and the transactions, including the Merger, are fair to, advisable, and in the best interests of the Company and its stockholders.
The Board recommends that Company stockholders vote FOR the Merger Proposal, FOR the Merger Compensation Proposal, and FOR the Adjournment Proposal.
CEO Michael Praeger and affiliated entities believed that the proposed equity rollover was essential to Parent reaching its offer price of $10.00 per share.
CEO Michael Praeger and affiliated entities believe it is in the best interests of Company stockholders to effect a liquidity transaction and for the Company to operate as a privately held entity at this time.
CEO Michael Praeger and affiliated entities believe that, as a privately held entity, the Company will have more flexibility to continue investing in growth and pursue alternatives than it would have as a public company, allowing management to concentrate on long-term growth.
Parent Filing Parties, Parent, and Merger Sub believe the Merger is substantively and procedurally fair to the Company's unaffiliated security holders.
Parent Filing Parties, Parent, and Merger Sub's primary purpose for the Merger is to benefit from future earnings and growth of the Company after it becomes privately held and wholly owned by Parent.
Parent Filing Parties, Parent, and Merger Sub believe that as a private company, the Company will improve its ability to execute initiatives that create additional enterprise value, which is often more difficult for public companies due to short-term financial focus.

Industry Context

The Company operates in the payments and financial technology industry, specializing in accounts payable automation software and payment solutions for middle market businesses. The strategic review process and the involvement of TPG (a private equity firm with industry expertise) and Corpay (a global corporate payments company) suggest a trend towards consolidation or a belief that private ownership can better navigate industry challenges and opportunities. The Board's consideration of the evolving industry landscape and competitive dynamics, alongside the Company's historical underperformance as a public entity, indicates a strategic move to adapt to market conditions and potentially leverage synergies or focused long-term investment away from public market pressures.

Comparison to Industry Standards

Barclays' selected comparable companies analysis included Adyen N.V., Corpay, Inc., Shift4 Payments, Inc., BILL Holdings, Inc. (Bill.com), WEX Inc., Payoneer Global Inc., Paymentus Holdings, Inc., BlackLine System, Inc., and Flywire Corporation.
The Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated based on EV / CY25E Revenue multiples (3.0x-6.0x) and EV / CY26E Revenue multiples (2.5x-5.0x) from comparable companies.
The Merger Consideration was above the range of implied equity values per share calculated based on EV / CY25E Adjusted EBITDA multiples (13.0x-18.0x) and EV / CY26E Adjusted EBITDA multiples (11.0x-15.0x) from comparable companies.
Barclays' selected precedent transactions analysis included acquisitions of Everbridge, Inc., Zuora Inc., Paycor HCM, Inc., Paymerang LLC, EngageSmart, Inc., Coupa Software Inc., BTRS Holdings Inc. (Billtrust), Avalara, Inc., Bottomline Technologies, Inc., Invoice2go, and Corporate Spending Innovations.
The Merger Consideration of $10.00 per share was below the range of implied equity values per share based on EV / Q125 LTM revenue multiples (5.0x-7.5x) from precedent transactions.
The Merger Consideration was within the range of implied equity values per share based on EV / Q125 NTM revenue multiples (4.0x-6.5x) from precedent transactions.
The Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated using the transaction premium analysis (25% to 55% premium over the March 12, 2025 closing price of $6.89, yielding an implied range of $8.61 to $10.68).

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Directors of Surviving Corporation	Current Company Directors	Directors of Merger Sub (John Flynn, Timothy Millikin)	Effective Time of Merger	Merger Sub will merge into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Officers of Surviving Corporation	Current Company Officers	Current Company Officers (Michael Praeger, Daniel Drees, Joel Wilhite, Angelic Gibson, Todd Cunningham, Ryan Stahl)	Effective Time of Merger	Continuity of operations post-merger, unless otherwise determined by Parent.
Chief Executive Officer (unrelated TPG portfolio company) and Advisor at TPG	Teresa Mackintosh (Company Director)	Teresa Mackintosh	June 5, 2025	New role with an affiliate of the acquirer, unrelated to the Company's direct management structure post-merger.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Certificate of Incorporation Amendment	The Company's certificate of incorporation will be amended and restated in its entirety to the form set forth in Exhibit A to the Merger Agreement.	Effective Time of Merger	Reflects the Company's new status as a privately held, wholly owned subsidiary of Parent, including provisions for director liability and forum selection.
Bylaws Amendment	The Company's bylaws will be amended and restated in their entirety to be in the form of Merger Sub's bylaws (except for the name).	Effective Time of Merger	Aligns corporate governance with the acquiring entity's structure for a private subsidiary.
Indemnification and Insurance Provisions	Parent will cause the Surviving Corporation to indemnify and hold harmless present and former directors and officers for six years, and maintain D&O liability insurance on terms no less favorable than current coverage (or a prepaid six-year tail policy).	Effective Time of Merger	Provides continued protection for past and present directors and officers against liabilities arising from actions prior to the merger.
Anti-Takeover Statute Applicability	The Board has taken all necessary actions to ensure that Section 203 of the DGCL and any other similar anti-takeover laws will not be applicable to the Merger and related transactions.	May 6, 2025	Removes potential legal hurdles related to anti-takeover provisions, facilitating the going-private transaction.

Legal Proceedings

On July 11, 2025, a purported stockholder filed a lawsuit (Zappia v. AvidXchange Holdings, Inc., et al., No. 1:25-cv-5727 (S.D.N.Y.)) alleging materially false and misleading statements and omissions in the preliminary proxy statement, and a state law breach of fiduciary duty claim.
The lawsuit's allegations focus on purported failures to disclose conflicts of interest of the Company's legal advisors and failures to disclose details regarding the Company's valuation analyses.
An amended complaint was filed on July 21, 2025, and a motion for preliminary injunction was filed on July 22, 2025, seeking to enjoin the stockholder vote and consummation of the Transactions.
The plaintiff voluntarily withdrew the preliminary injunction motion on July 31, 2025.
Defendants' response to the amended complaint is currently due September 22, 2025.

Related Party Transactions

Certain officers of the Company (Rollover Stockholders), including CEO Michael Praeger and affiliated entities, entered into rollover agreements to contribute their Company Common Stock in exchange for newly issued equity interests in Topco, an indirect parent entity of Parent.
As of June 30, 2025, Michael Praeger and affiliated entities beneficially owned 7.1% of the Company's outstanding shares and are expected to beneficially own 7.96% of Topco post-merger (or 8.78% if retention awards and Rollover RSU Awards are settled in equity).
At Closing, the Company, Topco, or one of their respective affiliates will make a $25,000,000 loan to Mr. Praeger, with interest accruing at the applicable federal rate and secured by his equity in Topco.
Michael Praeger and certain affiliated entities (Supporting Stockholders), who beneficially owned approximately 7.5% of the Company Common Stock, entered into a Voting and Support Agreement, obligating them to vote their shares in favor of the Merger.
Teresa Mackintosh, a director of the Company, agreed on June 5, 2025, to become the Chief Executive Officer of an unrelated portfolio company of TPG and serve as an advisor at TPG, following discussions initiated on May 8, 2025.

Stakeholder Impact

Shareholders will receive $10.00 cash per share, providing immediate liquidity and a premium over recent trading prices, but will lose their ownership interest and any potential future upside in the Company as a private entity. U.S. holders will incur federal income tax on any gains.
Continuing employees will receive no less favorable base salary/wages and target cash bonus opportunities for 12 months post-merger, and severance benefits and protections for 18 months. Their years of service will be recognized for benefit plans. Key employees are eligible for retention awards, and a management equity incentive plan is being considered.
Customers, suppliers, and partners may experience potential adverse reactions or changes to business relationships due to the announcement or completion of the Transactions, although the Company's operations are expected to continue substantially as currently conducted.
Company management and directors have interests in the merger that differ from unaffiliated stockholders, including the treatment of their equity awards, severance benefits, retention awards, and, for some, continued equity interests in the private entity and a loan to the CEO.

Next Steps

A Special Meeting of stockholders will be held on September 16, 2025, to vote on the Merger Proposal, Merger Compensation Proposal, and Adjournment Proposal.
The consummation of the Merger is anticipated in the fourth quarter of 2025, assuming satisfaction or waiver of all conditions.
Following completion of the Merger, Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.
Parent and Merger Sub will continue to assess what additional changes, if any, would be desirable for the Company following the Merger.
TPG Filing Parties have arrangements that may result in the future sale of the remaining outstanding equity of Topco not already owned by Corpay to Corpay after 33 months following the Closing.
Topco has agreed to consider establishing a management equity incentive plan following the Closing, with an award pool of 12% of Topco's fully diluted equity.
Defendants' response to the amended complaint in the Zappia v. AvidXchange Holdings, Inc., et al. lawsuit is due September 22, 2025.

Key Dates

Date	Description
August 24, 2010	Company engaged Financial Technology Partners LP and FTP Securities LLC (FT Partners) as financial and strategic advisor.
February 19, 2021	Amended and restated engagement letter between Company and FT Partners.
September 30, 2021	Four-for-one forward stock split of Company's stock.
October 2021	Company's initial public offering; Michael Praeger became CEO and Chairman.
December 2022	Asif Ramji and Sonali Sambhus joined the Board.
January 2023	Michael Praeger ceased serving as President.
April 2023	Preliminary discussions regarding a possible strategic combination with a business unit of Corpay began.
July 23, 2024	Company's 52-week closing high stock price of $12.86.
July 30, 2024	Closing stock price of $12.72.
July 31, 2024	Company announced Q2 2024 financial results and adjusted FY 2024 guidance downward; stock price declined to $8.94.
August 2024	Board authorized share repurchase program of up to $100.0 million.
September 2024	Inquiries from third parties regarding a possible sale began.
September 16, 2024	Corpay CEO indicated interest in a strategic transaction to AvidXchange CEO.
September 24, 2024	Board meeting to discuss inbound inquiries and market check.
October 18, 2024	Meeting with Sponsor D.
November 4, 2024	Audit Committee meeting discussed considering a sale process.
November 14, 2024	Meeting with Sponsor E.
November 21, 2024	Meeting with Sponsor A.
November 22, 2024	Follow-up meeting with Sponsor E.
November 25, 2024	Meeting with Sponsor D.
December 10, 2024	Board working session discussed potential strategic transactions.
December 11, 2024	Barclays representative discussed potential acquirers with Mr. Praeger.
December 12, 2024	TPG representatives had a conversation with Company management.
December 13, 2024	Meeting with Sponsor F; Sponsor C expressed continued interest.
December 15, 2024	FT Partners reconnected Sponsor C with Mr. Praeger.
Week of December 15, 2024	Meetings with TPG.
December 17, 2024	Meeting with Sponsor B.
December 18, 2024	Board meeting, formation of Transaction Committee.
December 19, 2024	Meeting with Sponsor G.
December 30, 2024	Transaction Committee meeting discussed engaging a co-lead financial advisor.
January 6, 2025	Transaction Committee meeting, authorized engaging Barclays as co-lead financial advisor.
January 8, 2025	Meeting with TPG.
January 9, 2025	Meeting with Sponsor E.
January 10, 2025	Transaction Committee meeting discussed Barclays engagement.
January 12, 2025	TPG call with Mr. Praeger.
January 13, 2025	Transaction Committee meetings discussed sale process and outreach.
January 14, 2025	Transaction Committee meeting discussed roles of financial advisors.
January 15, 2025	Initial process letter shared with Sponsor A, B, D, E, F, TPG.
January 16, 2025	Meeting with Sponsor C.
January 17, 2025	Transaction Committee meeting discussed draft Merger Agreement.
January 18, 2025	Initial process letter shared with Sponsor C.
Week of January 20, 2025	Several financial and business due diligence calls held with TPG, Sponsor A, Sponsor D, and Sponsor F.
January 22, 2025	Sponsor B informed Barclays and FT Partners of its decision to exit the process.
January 24, 2025	Transaction Committee meeting; Company entered into an engagement letter with Barclays.
January 27, 2025	Sponsor F informed Barclays and FT Partners of its decision to exit the process.
January 28, 2025	Sponsor D submitted a preliminary, non-binding indicative proposal of $10.75 to $11.25 per share in cash. Sponsor A informed Mr. Praeger of its decision to exit the process.
January 29, 2025	Company management and representatives of Barclays and FT Partners met with representatives of TPG.
January 30, 2025	Transaction Committee meeting discussed the Sponsor D Bid and anticipated TPG bid.
January 31, 2025	Board meeting discussed preliminary guidance for fiscal year 2025. TPG submitted a non-binding indicative offer of $12.00 to $13.00 per share in cash.
February 3, 2025	Transaction Committee and Board meetings reviewed and compared bids, and discussed revised, lowered forecasts.
February 4, 2025	Transaction Committee meeting discussed potential responses to bids and directed management to prepare a presentation on incremental revenue growth drivers.
February 8, 2025	Representatives of TPG shared a list of potential lenders for debt financing.
February 10, 2025	Transaction Committee meeting discussed incremental revenue growth drivers and downside scenarios.
February 12, 2025	Company management met with representatives of Sponsor D to discuss growth potential.
February 14, 2025	Company management met with representatives of TPG to discuss growth potential.
February 17, 2025	Transaction Committee meeting discussed business momentum and next steps.
February 18, 2025	TPG requested an extension to the revised bid deadline, which was extended to March 24, 2025, for TPG and Sponsor D.
Week of February 18, 2025	Additional due diligence calls held with TPG.
February 19, 2025	Board meeting where the February 2025 Forecasts were presented and authorized to be shared with bidders.
February 20, 2025	Mr. Ramji received a call from a representative of Sponsor G expressing interest in a possible transaction.
February 24, 2025	Company management held a due diligence call with representatives of Sponsor D.
February 26, 2025	Company released its Q4 2024 and FY 2024 earnings and FY 2025 guidance; stock price declined from $9.15 to $7.26.
February 27, 2025	Company management held a due diligence call with representatives of TPG.
February 28, 2025	Transaction Committee meeting discussed the sale process. Mr. Praeger received an inbound inquiry from a Strategic Company regarding a possible strategic partnership.
March 4, 2025	Transaction Committee instructed financial advisors to engage further with Sponsor G.
On or around March 6, 2025	Representatives of Barclays and FT Partners met with representatives of Sponsor G.
March 7, 2025	Transaction Committee meeting; Sponsor D was deemed unlikely to continue, and Sponsor G was invited to participate in the process. Mr. Praeger met with representatives of TPG.
March 10, 2025	Sponsor D informed Barclays and FT Partners of its decision to exit the process. Transaction Committee meeting discussed Sponsor G and inbound inquiries from Strategic Company and Corpay.
March 12, 2025	Closing stock price of $6.89, the last trading day before media reports of a potential transaction.
March 13, 2025	Bloomberg and other news outlets reported that the Company was considering a possible sale; stock price increased to $7.84.
March 13, 2025 May 6, 2025	Company management held numerous due diligence calls with representatives of TPG.
Week of March 17, 2025	Company management held additional due diligence calls with representatives of Sponsor G.
March 21, 2025	Transaction Committee meeting discussed investor and employee response to news reports and deferred discussions on management equity rollover.
March 24, 2025	Sponsor G submitted a non-binding indication of interest of $9.50 to $10.00 per share in cash.
March 25, 2025	TPG submitted an updated non-binding proposal of $10.00 per share in cash. Transaction Committee meeting discussed the TPG and Sponsor G bids.
March 26, 2025	Board meeting discussed the bids, the February 2025 Forecasts, and challenges facing the Company as a public entity.
March 27, 2025	Board meeting determined to continue pursuing a sale transaction and directed targeted outreach to Strategic Company and Corpay. Initial discussions with Strategic Company.
March 28, 2025	Initial discussions with Corpay.
March 31, 2025	Board meeting discussed strategic parties and the Board's preference for a go-shop period.
April 1, 2025	Board meeting discussed an illustrative timeline to signing and engagement with strategic bidders.
April 2, 2025	An auction draft of the Merger Agreement was posted to the data room.
April 3, 2025	Follow-up discussions with Strategic Company and Corpay. Transaction Committee set a deadline of April 16, 2025, for revised bids from financial sponsors and initial bids from strategic companies.
April 4, 2025	Transaction Committee meeting.
April 6, 2025	Updated process letters shared with Sponsor G and TPG.
April 8, 2025	Process letters shared with Strategic Company and Corpay. Strategic Company informed Barclays and FT Partners of its decision to exit the process.
April 11, 2025	Representatives of TPG shared a markup of the Merger Agreement.
April 16, 2025	Sponsor G informed Barclays and FT Partners that it would likely reduce its offer price. Mr. Clarke informed a representative of FT Partners that Corpay was seeking to partner with TPG.
April 17, 2025	TPG submitted an updated non-binding proposal of $10.00 per share in cash. Board meeting discussed the April 17 TPG Bid and the Risk-Adjusted Forecasts.
April 18, 2025	Representatives of TPG submitted a draft debt commitment letter. Transaction Committee meeting discussed Corpay's role and proposed equity rollovers.
April 19, 2025	TPG sent a formal request to partner with Corpay. Transaction Committee meeting discussed the draft Merger Agreement.
April 20, 2025	The Company and Corpay executed a clean team addendum to their confidentiality agreement.
April 21, 2025	Latham & Watkins LLP shared a revised draft of the Merger Agreement with Davis Polk & Wardwell. Transaction Committee meeting discussed equity rollovers.
April 22, 2025	A representative of TPG clarified terms of the April 17 TPG Bid. A representative of Sponsor G expressed continued interest.
April 25, 2025	Transaction Committee meeting discussed the April 17 TPG Bid and set a deadline for TPG to provide markups and definitive responses.
April 26, 2025	Representatives of Davis Polk shared revised drafts of the transaction documents with Latham & Watkins LLP.
April 27, 2025	Representatives of Davis Polk shared revised drafts of the transaction documents with Latham & Watkins LLP.
April 28, 2025	Board meeting discussed the TPG and Corpay partnership and expected Q1 2025 earnings results.
April 29, 2025	TPG and Corpay submitted a non-binding proposal of $10.00 per share in cash as their best and final offer. Board meeting discussed the proposal. Mr. McLaughlin raised the possibility of rolling over shares.
April 30, 2025	Board meeting determined Mr. McLaughlin would not be authorized for an equity rollover and that Barclays would take the primary role as financial advisor. Board agreed to drop the request for a go-shop period. Latham & Watkins LLP shared a revised draft of the Merger Agreement with Davis Polk & Wardwell.
May 1, 2025	Board meeting discussed the status of transaction documents.
May 2, 2025	Board meeting discussed a business update, including headwinds in sales and incremental revenue growth drivers not materializing as hoped.
May 3, 2025	Board meeting discussed the status of transaction documents. Representatives of Davis Polk shared a revised draft of the Merger Agreement with Latham & Watkins LLP.
May 4, 2025	Board meeting discussed workstreams relating to management equity rollover and incentive plan, regulatory risk, and termination fees. Latham & Watkins LLP shared a revised draft of the Merger Agreement with Davis Polk & Wardwell.
May 5, 2025	Representatives of Davis Polk shared a revised draft of the Merger Agreement with Latham & Watkins LLP. Board meeting reviewed Barclays' financial analyses.
May 6, 2025	Board meeting approved the Merger Agreement; Barclays Capital Inc. rendered its fairness opinion; the Merger Agreement and other transaction documents were executed; a joint press release announcing the transaction was issued.
May 8, 2025	Teresa Mackintosh was introduced to a TPG representative for a CEO search for an unrelated portfolio company.
June 5, 2025	Teresa Mackintosh agreed to become CEO of an unrelated TPG portfolio company and serve as an advisor at TPG.
June 11, 2025	Company, Parent, and their respective affiliates filed HSR Act notifications.
June 17, 2025	Company filed a preliminary proxy statement (Schedule 14A) with the SEC.
June 26, 2025	RSU grants to non-employee directors (Lance Drummond, Oni Chukwu, James Hausman, Teresa Mackintosh, James Michael McGuire, Arthur J. Rubado, Asif Ramji, Sonali Sambhus).
June 30, 2025	Company received clearance from the European Commission regarding the merger.
July 2, 2025	Company received notice from the Federal Trade Commission of the early termination of the HSR Act waiting period.
July 11, 2025	A purported stockholder filed a lawsuit, Zappia v. AvidXchange Holdings, Inc., et al., in the United States District Court for the Southern District of New York.
July 21, 2025	The plaintiff in the Zappia lawsuit filed an amended complaint.
July 22, 2025	The plaintiff in the Zappia lawsuit filed a motion for preliminary injunction.
July 28, 2025	The court issued an order to show cause, scheduling expedited briefing and a hearing on the plaintiff's motion in the Zappia lawsuit.
July 31, 2025	The defendants in the Zappia lawsuit filed an opposition to the preliminary injunction motion. The plaintiff voluntarily withdrew his preliminary injunction motion.
August 7, 2025	Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, was filed.
August 13, 2025	Latest practicable trading day before the printing of the proxy statement; closing price of Company Common Stock on Nasdaq was $9.91 per share.
August 14, 2025	Record Date for stockholders entitled to notice of and to vote at the Special Meeting.
August 15, 2025	Proxy Statement dated and first sent or provided to stockholders.
September 15, 2025	Deadline for Internet and telephone proxy voting (11:59 p.m. Eastern Time).
September 16, 2025	Special Meeting of stockholders to be held virtually at 9:00 a.m. Eastern Time.
September 22, 2025	Defendants' response to the amended complaint in the Zappia lawsuit is due.
Fourth Quarter 2025	Anticipated consummation of the Merger.
March 15, 2026	Latest date for 2025 annual bonus payments to continuing employees.
May 6, 2026	End Date for merger consummation.
February 26, 2026	Earliest notice date for 2026 annual meeting stockholder proposals.
March 28, 2026	Latest notice date for 2026 annual meeting stockholder proposals.
April 27, 2026	Deadline for universal proxy rules notice for 2026 annual meeting.

Recommendation

hold

The merger offers a definitive cash price of $10.00 per share, representing a significant premium over recent trading prices and providing immediate liquidity and certainty of value to stockholders. Given the Company's historical underperformance as a public entity and the macroeconomic headwinds, this offer provides a certain exit value. However, the price is below the 52-week high, and the going-private nature means shareholders will not participate in any future growth. For investors who bought at higher prices, this might represent a loss, but for those who bought lower or are seeking a certain exit, it's a reasonable outcome. The recommendation is 'hold' for existing shareholders to await the closing of the transaction and receive the cash consideration, as the price is already near the offer price, and there's limited upside remaining unless a superior proposal emerges (which is unlikely given the process and TPG/Corpay's 'best and final' offer). For new investors, there is little to no arbitrage opportunity.

Keywords

AvidXchange, AVDX, Merger, Acquisition, Private Equity, TPG Global, Corpay, Fintech, Accounts Payable Automation, Payment Solutions, Going Private, SEC Filing, Proxy Statement, Shareholder Vote, Cash Offer, Financial Technology

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