Banking Recap

POWERSCHOOL HOLDINGS, INC. Prices Equity Offering

PowerSchool Holdings, Inc. (NYSE: PWSC), a provider of cloud-based software for K-12 education in North America, announced the pricing of an underwritten secondary offering of 8,700,000 shares of its Class A common stock by selling stockholders associated with Onex Partners Manager LP and Vista Equity Partners, as well as PowerSchool co-founder Hardeep Gulati, at a public price of 21.00 dollars per share. The transaction was purely a secondary sale of existing shares by pre-IPO sponsor and insider holders; PowerSchool itself received no proceeds.

Mar 3, 2023·SEC EDGAR (8-K)·pending regulatory·secondary offering (selling stockholders)

This record is sourced from an 8-K exhibit (Exhibit 99.1) that PowerSchool filed with the SEC on March 3, 2023, announcing the pricing of the offering. At the time of filing the deal had been priced and was expected to close within days, on March 3, 2023, subject to customary closing conditions.

This is a capital markets, not M&A, transaction: Goldman Sachs & Co. LLC and Barclays Capital Inc. acted as joint book-running managers and representatives of the underwriters, per the release: "Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as joint book-running managers and representatives of the underwriters for the offering." No other financial advisors are named, as this was a standard underwritten equity offering rather than an advisory mandate.

No legal advisors are disclosed in this exhibit.

On deal mechanics, the release states Mr. Gulati sold 63,727 shares in the offering, and that underwriters were granted a 30-day option to purchase up to an additional 1,305,000 shares from the selling stockholders. PowerSchool said it would bear costs associated with the sale other than underwriting discounts and commissions, and that the offering was made pursuant to an already-effective shelf registration statement on Form S-3.

Not disclosed in this exhibit: the aggregate dollar size of the offering is not stated directly (it can be calculated as approximately 182.7 million dollars from the 8,700,000 share count at 21.00 dollars per share, but this computed figure does not itself appear verbatim in the text), the breakdown of how many shares each selling stockholder group sold beyond Mr. Gulati's individual amount, and whether the underwriters' overallotment option was ultimately exercised.