Thoma Bravo Advantage (TBA) to take ironSource public through a merger

• ironSource was in the advanced stages of its initial public offering roadshow when its chief executive and co-founder, Tomer Bar Zeev, was introduced to Bravo in early February, the people said. The two decided to pursue the deal, leaving ironSource to abandon its IPO plans and Thoma Bravo Advantage to nix discussions with other potential SPAC targets.
  

(Bloomberg) -- Thoma Bravo’s blank-check firm has reached an agreement to take app software company ironSource public through a merger that values the combined business at $11.1 billion.

Thoma Bravo Advantage, a special purpose acquisition company, or SPAC, will help fund the deal with $1.3 billion of new investment from a group of blue-chip asset managers including Tiger Global Management, Wellington Management and Seth Klarman’s Baupost Group, according to a statement Sunday, confirming a Bloomberg News report.

Under the terms of the deal, ironSource shareholders will receive $10 billion, including $1.5 billion of cash and a majority of shares in the combined company. ironSource is expected to have $740 million of cash upon completion.

Orlando Bravo, founder and managing partner of Thoma Bravo, the private equity giant behind the SPAC, will join the board of ironSource.

“As one of the fastest-growing and most innovative platforms for building and scaling businesses in the app economy, ironSource is well-positioned for continued success as a public company,” Bravo said in the statement.

ironSource is unusual amid the recent wave of SPAC targets as it’s already profitable; the company had earnings before interest, tax, depreciation, and amortization of $104 million in 2020, according to the statement.

The Tel Aviv-based company was started by eight founders in 2010 and provides software used by app developers and telecommunications operators. All the founders are expected to stay on after the deal with Thoma Bravo Advantage and will hold super-voting shares, giving them a five-to-one ratio, according to people familiar with the matter, who asked to not be identified because the details aren’t public.

Deal Structure

The structure of the deal is consistent with Thoma Bravo’s private equity model.

Under Bravo, the firm has built a reputation for buying cloud software companies, keeping existing management in place and backing them in a way more akin to venture capital. It is a light-touch model that runs counter to the traditional private equity wisdom of financial engineering to deliver better returns.

“Despite our previous progress pursuing a traditional IPO, when we met with Thoma Bravo Advantage we found an alignment of vision and shared conviction about the long-term growth we can drive at ironSource that made them the perfect partner as we take this next step in growing our company,” Zeev said in the statement.

In 2019, funds managed by CVC Capital Partners acquired a minority stake in ironSource for more than $400 million.

Thoma Bravo Advantage raised $1 billion in a January initial public offering. Bravo is the SPAC’s chairman and Robert “Tre” Sayle is CEO.

This month, the private equity firm announced a $2.4 billion deal to take data integration and integrity firm Talend SA private and is close to a $3.7 billion acquisition of financial software business Calypso Technology, Bloomberg News has reported.

The ironSource deal is slated to close in the second quarter. Goldman Sachs Group Inc., Jefferies Financial Group Inc. and Citigroup Inc. advised ironSource on the transaction.