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

Voya Financial, Inc. to acquire Benefitfocus, Inc.

Announced Nov 1, 2022 · Closed Jan 24, 2023

Deal value$570MEV $428M
Premium49.0%To unaffected price
EV / Adj. EBITDA13.3x1.7x EV / Revenue
ConsiderationAll cash$10.50 per share

Transaction

Acquirer
Voya Financial, Inc. (VOYA)
Target
Benefitfocus, Inc.
Buyer type
Strategic
Offer price per share
$10.50
Enterprise value
$428M
Status
Closed Jan 24, 2023

Deal protections

Break fee (target pays)
$14.0M · 2.5%
Reverse fee (buyer pays)
—
Go-shop
No-shop
Financing
Committed · Barclays

Advisors

To the acquirer
Perella Weinberg
To the target
Barclays
Barclays fee
$1.0M

Sector context · Tech

Comparable deals
80 in the prior 24 months
Premium
49.0% vs. 34.0% sector median
EV / Adj. EBITDA
13.3x vs. 17.4x sector median
Break fee
2.5% vs. 3.0% sector median

Timeline

  1. AnnouncedNov 1, 2022
  2. Proxy filedDec 6, 2022
  3. Definitive proxyDec 19, 2022
  4. Shareholder voteJan 20, 2023
  5. ClosedJan 24, 2023

Valuation · fairness opinions

Trading comparables$5.97$8.58
Precedent transactions$6.87$10.03
Discounted cash flow$7.63$11.09
Future share price$7.13$9.46
Future share price$8.58$10.83
Offer $10.50

Implied value per Benefitfocus, Inc. share by analysis, from Barclays.

Sources
  • 8-K · Nov 3, 2022
  • 8-K (EX-99.1) · Jan 24, 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.