Thoma Bravo and Anaplan: The $105 Million Clause That Repriced a $10.7 Billion Deal
In March 2022, Thoma Bravo agreed to take Anaplan private for $66.00 a share in cash, about $10.7 billion. Ninety-four days later, the deal closed at $63.75 a share, about $10.4 billion. The business had not broken. The price fell because of one clause in the merger agreement: a $105 million limit on equity grants between signing and closing.
Anaplan hired about 200 people in one quarter and was on course to exceed that limit by about $32 million. Thoma Bravo alleged breaches, said its lenders needed $61.00 a share, and the two sides settled at $63.75. In return, Anaplan won a $1.0 billion…
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