DEFA14A: AvidXchange to be Acquired by TPG and Corpay for $2.2 Billion, Returning to Private Ownership

AvidXchange Holdings, Inc. has entered into a definitive agreement to be acquired by TPG in partnership with Corpay for $2.2 billion, taking the company private.

Summary

• AvidXchange has announced it will be acquired by TPG in partnership with Corpay for $2.2 billion.
• The acquisition will result in AvidXchange becoming a private company.
• Shareholders will receive $10 per share in cash upon closing of the transaction.
• The transaction is expected to close in the fourth quarter of 2025, pending shareholder and regulatory approvals.
• AvidXchange believes this move will provide additional flexibility to invest in growth and deliver integrated payment solutions.
• The company's 2025 strategic priorities and long-range plan remain unchanged.
• TPG has agreed to provide continuing AvidXchange teammates with base salary and target cash bonus or incentive opportunities that are no less favorable than the base salary and target cash bonus or incentive opportunities in effect prior to closing for at least one year after closing.
• TPG has also agreed to provide continuing AvidXchange teammates with other teammate benefits that are substantially comparable in the aggregate to the teammate benefits provided immediately prior to the closing for at least one year after closing.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook regarding the acquisition, emphasizing growth opportunities and benefits for customers and employees. The involvement of experienced investors like TPG and Corpay further supports a favorable sentiment.

Positives

• The acquisition provides AvidXchange with additional flexibility to invest in growth and innovation.
• Becoming a private company allows for a longer-term focus without short-term market pressures.
• TPG's experience in technology and payments can help accelerate AvidXchange's growth.
• The partnership with Corpay strengthens AvidXchange's position in the payments space.
• Teammates will be provided with base salary and target cash bonus or incentive opportunities that are no less favorable than the base salary and target cash bonus or incentive opportunities in effect prior to closing for at least one year after closing.
• Teammates will be provided with other teammate benefits that are substantially comparable in the aggregate to the teammate benefits provided immediately prior to the closing for at least one year after closing.

Negatives

• AvidXchange's common stock will be cancelled and no longer listed on the public market.
• Unvested equity awards will terminate if an employee voluntarily resigns or is terminated prior to the closing of the transaction.
• There can be no new ESPP enrollment or increases to contribution percentages.

Risks

• The transaction is subject to customary closing conditions, including shareholder and regulatory approvals, which may not be obtained.
• Litigation relating to the transaction could delay or prevent its completion.
• The announcement of the transaction could negatively impact AvidXchange's ability to retain key personnel and maintain relationships with customers and suppliers.
• Restrictions on AvidXchange's conduct during the pendency of the transaction may impact its ability to pursue certain business opportunities.
• The transaction may be more expensive to complete than anticipated.

Future Outlook

AvidXchange expects to operate as a private company with the support of TPG and Corpay, focusing on long-term growth and strategic investments. The company remains committed to its 2025 strategic priorities and long-range plan.

Management Comments

• The Board of Directors and management team believe that AvidXchange is best positioned to accelerate its growth as a private company.
• The transaction will provide AvidXchange with additional flexibility to continue investing in growth and delivering integrated payment solutions.
• The partnership with TPG and Corpay brings an exciting combination of business-building experience and industry firepower.
• This partnership does not change our course we believe it strengthens it.

Industry Context

The acquisition reflects a trend of private equity firms investing in fintech companies, particularly those in the payments space. TPG's investment aligns with its strategy of partnering with market leaders to support long-term growth and innovation.

Comparison to Industry Standards

• Blackstone acquired a majority stake in Paysafe in 2017 for approximately $4.7 billion, demonstrating the significant value placed on payment processing companies.
• Vista Equity Partners acquired Avalara, a tax compliance automation company, for $8.4 billion in 2020, highlighting the demand for software solutions in the financial sector.
• The acquisition of AvidXchange by TPG and Corpay for $2.2 billion is in line with these trends, reflecting the continued interest in B2B payments and AP automation solutions.

Stakeholder Impact

• Shareholders will receive $10 per share in cash.
• Employees are expected to benefit from increased investment in growth and innovation.
• Customers can anticipate continued focus on delivering meaningful enhancements and innovative solutions.
• Partners and suppliers can expect business as usual until the transaction closes.

Next Steps

• AvidXchange stockholders will vote on the proposed transaction at a special meeting.
• The company will seek transaction-related regulatory approvals.
• The transaction is expected to close in the fourth quarter of 2025.

Key Dates

Keywords

AvidXchange, TPG, Corpay, acquisition, private company, B2B payments, AP automation, merger