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Practice Management > Building Your Business > Dealmaking

Envestnet Wins Shareholder Approval for Sale to Bain Capital

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Envestnet Inc. has cleared an important hurdle in its pending sale to Bain Capital, with more than 99% of the votes tallied at a special shareholder meeting this week coming down in favor of the sale.

“In my view, Envestnet will benefit greatly by being out of the public eye and will prosper as a private company,” said Larry Roth, managing partner at RLR Strategic Partners. “Bain Capital is an ideal partner to support management’s plans to rationalize and grow the business.”

Roth said the shareholder vote was merely a formality — if an important step towards taking Envestnet private.

Shareholder Approval

In a new statement released this week, Envestnet reported that approximately 99.33% of the votes represented at the special meeting were cast in favor of the merger. The final voting results will be disclosed in a forthcoming Form 8-K due to be filed with the U.S. Securities and Exchange Commission.

The receipt of stockholder approval satisfies another closing condition to the merger, according to the statement, in addition to the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 on Sept. 3.

As initially announced, the company expects to complete the merger in the fourth quarter of 2024, subject to the satisfaction or waiver of the remaining customary closing conditions.

Envestnet’s Path to Sale

Envestnet’s purchase by Bain was first publicly confirmed in July following months of speculation about the company’s uncertain future. It valued Envestnet at $4.5 billion — $3.5 billion in equity and $1.0 billion in debt.

As part of the transaction, BlackRock, Fidelity Investments, Franklin Templeton, State Street Global Advisors and Reverence Capital agreed to take minority stakes in the soon-to-be-private company.

Some industry observers interpreted the sale as a sign of big challenges facing Envestnet, arguing the firm needed to “right the ship” by paying down debt and more fully integrating its many acquired businesses and capabilities.

Tom Sipp, Envestnet’s executive vice president of business lines, argued against that interpretation. He told ThinkAdvisor at the time that Bain was “not coming here to cut” and that the new backing by Bain would give the firm new resources and flexibility to achieve its ambitious integration and growth goals.

A Leveraged Deal

Reporting from Bloomberg published earlier in September revealed that RBC Capital Markets had launched a $1.76 billion leveraged loan to help fund the Envestnet buyout.

The debt package consists of a seven-year term loan, according to Bloomberg, plus an eight-year, $375 million privately placed second lien term loan. The article cites a person familiar with the deal who wasn’t authorized to speak publicly.


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