Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Tech · Services-Prepackaged Software

Thoma Bravo to acquire Coupa Software Inc

Announced Dec 12, 2022 · Closed Feb 28, 2023

Deal value$8.00BEV $8.00B
Premium77.0%To unaffected price
EV / Adj. EBITDA—9.8x EV / Revenue
ConsiderationAll cash$81.00 per share

Transaction

Acquirer
Thoma Bravo
Target
Coupa Software Inc (COUP)
Buyer type
Private equity
Offer price per share
$81.00
Enterprise value
$8.00B
Status
Closed Feb 28, 2023

Deal protections

Break fee (target pays)
$200M · 2.5%
Reverse fee (buyer pays)
$435M · 5.4%
Go-shop
—
Financing
No financing condition

Advisors

To the acquirer
Goldman Sachs, Piper Sandler
To the target
Qatalyst

Sector context · Tech

Comparable deals
75 in the prior 24 months
Premium
77.0% vs. 34.5% sector median
EV / Adj. EBITDA
Sector median 17.2x
Break fee
2.5% vs. 3.0% sector median

Timeline

  1. AnnouncedDec 12, 2022
  2. Proxy filedJan 11, 2023
  3. Definitive proxyJan 23, 2023
  4. Shareholder voteFeb 23, 2023
  5. ClosedFeb 28, 2023

Valuation · fairness opinions

Discounted cash flow$40.30$79.42
Discounted cash flow$27.70$64.54
Discounted cash flow$29.48$67.81
Discounted cash flow$43.13$92.31
Precedent transactions$47.07$92.83
Offer $81.00

Implied value per Coupa Software Inc share by analysis, from Qatalyst.

Sources
  • 8-K (EX-99.1) · Dec 12, 2022
  • DEFA14A · Dec 12, 2022
  • 8-K · Dec 12, 2022
  • 8-K (EX-99.1) · Feb 28, 2023

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.