July 31, 2018 / 11:30 PM / 3 months ago

Vista Equity wins fight against hedge funds seeking higher deal price

(Reuters) - Buyout firm Vista Equity Partners Management LLC won a court battle this week against investors seeking a higher price on its $6.5 billion leveraged buyout of U.S. software company Solera Holdings, in a blow to hedge funds that deploy this strategy.

Private equity firms often face lawsuits from hedge funds that seek to turn a profit through so-called appraisal arbitrage, which involves asking a court to rule the acquirer should pay more money than the target company’s management has agreed to.

The Solera ruling represents the latest setback for these appraisal lawsuits, that already faced long odds of success after two landmark appraisal decisions last year, involving Dell Inc and DFC Global Corp, came out against hedge funds.

Chancellor Andre Bouchard in the Delaware Chancery court ruled on Monday that the seven funds that sued Vista should receive $53.95 per Solera share, a 3.4 percent discount to the $55.85 per share agreed buyout price for the company.

Some of the hedge funds include Muirfield Value Partners LP, Fir Tree Value and BlueMountain. BlueMountain declined to comment while the other funds could not be reached for comment.

Vista’s chief operating officer and chief legal officer David Breach said in a statement that the “decision is a recognition that there is no longer an easy way to profit off of second-guessing,” the work that goes into a buyout.

This was the first time where the court has ruled that a private equity firm paid more than fair price for an acquisition, according to Minor Myers, a professor at Brooklyn Law School. He noted there have been about a dozen appraisal cases that have gone to trial recently.

The judge said in the opinion that synergies in deals should be taken into account when the acquirer is a private equity firm, a notion that has so far only applied to strategic acquirers in the Delaware court.

“Synergies do not only arise in the strategic-buyer context. It is recognized that synergies may exist when a financial sponsor is an acquirer,” Bouchard said in the opinion.

Vista, whose private equity portfolio is composed of mostly software companies, said at the trial that there were several types of synergies in the Solera deal including revenue synergies and tax benefits.

“The discussion on deducting synergies from deal price is something that lawyers litigating appraisal cases are going to pay close attention to,” said Eduardo Gallardo, a Gibson, Dunn & Crutcher attorney who was not involved in the case.

“Even though synergies are generally more obvious in a strategic transaction, there is no reason why a private equity deal would not have them,” Gallardo added.

Reporting by Liana B. Baker in New York; editing by Diane Craft

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