March 19, 2012 4:04 PM

Kirkland, AO Lead On $2 Billion Private Equity Software Deal

Posted by Chris Johnson

Kirkland Ellis and Allen Overy scored the lead outside counsel roles as Vista Equity Partners agreed to pay $2 billion to acquire U.K. software company Misys plc.

Under the terms of the transaction, which was announced Monday, San Francisco–based Vista will pay $5.50 per Misys share—a 6 percent premium above the company’s closing share price on Friday. The agreement comes just a week after a planned all-share merger between Misys and Swiss rival Temenos collapsed when the companies failed to agree to terms. Misys had previously rejected a bid from banking and payments technology company Fidelity National Information Services.

The New York Times reports that Misys—which makes back-office software for financial institutions and relies on banks for the majority of its revenue—has struggled in the wake of the financial crisis. In a recently issued profit warning, the company declared that revenue for the three months ended February 29 was down 12 percent on the previous year.

Kirkland, which has a long-standing relationship with Vista, is advising the company on the transaction with a cross-office team led by San Francisco corporate partner David Breach. Joining Breach, who manages the firm’s relationship with Vista, on the matter are London corporate partners Graham White and Gavin Gordon, while Stephen Gillespie, Francesco Penati and Sonali Jindal handled the debt financing.

Misys, meanwhile, is being advised by U.K. Magic Circle firm Allen Overy. An AO press representative did not immediately to a request for information about the specific lawyers working on the deal.

Vista plans to merge Misys with Kondor, the trade and risk-management software business Vista acquired for $500 million from Thomson Reuters last September. Kirkland advised Vista on that deal, with Breach and Gordon in that instance joined by San Francisco private equity partner Stuart Casillas. (As it happens, AO was on the opposite side of that transaction as well, representing Thomson Reuters.)

Kirkland also previously acted for Vista on its $1 billion cash sale of Atlanta-based software company Ventyx to Swiss power and engineering company ABB.

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