The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on March 13, 2023.
This transaction involved an unusually broad set of financial advisors reflecting multiple parties and committees. J.P. Morgan acted as financial advisor to Silver Lake, the lead acquiring sponsor, in a lead role. Barclays Capital Inc. acted as financial advisor to SAP SE, a company-side party, also in a lead capacity. Morgan Stanley & Co. LLC acted as financial advisor to Qualtrics itself, the target, in a lead role. Separately, Goldman Sachs & Co. LLC acted as financial advisor to a Qualtrics committee of independent directors, also in a lead capacity, reflecting a distinct governance process for the independent directors.
Legal counsel was similarly distributed across these parties. For Silver Lake, Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors, with their respective mandates split between the transaction itself and the debt financing. For SAP SE, Shearman & Sterling LLP acted as legal advisor. For Qualtrics, Goodwin Procter LLP acted as legal advisor. For the Qualtrics committee of independent directors, Freshfields Bruckhaus Deringer US LLP acted as legal advisor.
The facts block confirms this is a cash acquisition taking Qualtrics private via Silver Lake's partnership with the Canada Pension Plan Investment Board, with a disclosed value of $12,500,000,000, but does not specify the relative capital contribution or ownership split between Silver Lake and the Canada Pension Plan Investment Board, nor the per-share purchase price.
Several material facts remain undisclosed. No expected closing date is given. The relative ownership split between Silver Lake and the Canada Pension Plan Investment Board as co-investors is not disclosed, and the per-share price is not specified beyond the aggregate disclosed value.