Model N acquired by Vista Equity Partners: fairness opinion by Jefferies
Deal terms
Implied value per share by method vs. $30.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Jefferies to the target board
Discounted cash flow assumptions
Stand-alone unlevered free cash flows for fiscal years ending September 30, 2024 through September 30, 2029; estimated net debt as of June 30, 2024 subtracted.
Selected public companies (6)
Alarm.com Holdings, Inc. · Blackbaud, Inc. · Health Catalyst, Inc. · Instructure Holdings, Inc. · IQVIA Holdings Inc. · MeridianLink, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / CY2024E Revenue | 1.0x | 3.9x | 5.9x | 4.0x–6.0x | $25.81–$38.37 |
| EV / CY2025E Revenue | 0.9x | 3.7x | 5.4x | 3.5x–5.5x | $24.85–$38.67 |
| EV / CY2024E EBITDA | 12.0x | 16.0x | 21.0x | 14.0x–22.0x | $19.12–$29.83 |
| EV / CY2025E EBITDA | 11.0x | 14.0x | 20.0x | 11.0x–20.0x | $19.08–$34.29 |
Selected precedent transactions (12)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2023-09 | NextGen Healthcare, Inc. | Thoma Bravo | — |
| 2023-08 | Avid Technology, Inc. | Symphony Technology Group, LLC | — |
| 2022-05 | Black Knight, Inc. | Intercontinental Exchange, Inc. | — |
| 2022-04 | CDK Global, Inc. | Brookfield Business Partners | — |
| 2021-12 | Cerner Corp | Oracle Corporation | — |
| 2021-11 | athenahealth Inc. | Bain Capital / Hellman & Friedman | — |
| 2021-08 | Inovalon Holdings, Inc. | Nordic Capital / Insight Partners | — |
| 2021-02 | Core Logic, Inc. | Insight Partners / Stone Point Capital | — |
| 2020-12 | RealPage, Inc. | Thoma Bravo | — |
| 2020-12 | BioTelemetry, Inc. | Royal Phillips | — |
| 2020-08 | OSIsoft | Aveva Group plc | — |
| 2020-07 | Majesco | Thoma Bravo | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | 2.6x | 5.7x | 12.0x | 3.0x–6.0x | $18.50–$36.49 |
| EV / LTM EBITDA | 12.0x | 21.0x | 36.0x | 15.0x–22.0x | $16.17–$23.54 |
Aggregate fee based on a percentage of transaction value, estimated at approximately $18.5 million; a portion became payable upon delivery of the opinion (not contingent on closing) and the remainder is contingent on closing. Jefferies received approximately $2.1 million from Model N and approximately $15.6 million from Vista and/or its affiliates/portfolio companies in the prior two years.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $288M | $323M | $368M | $405M | $428M | 10.4% |
| Revenue growth | 9.1% | 12.2% | 13.9% | 10.1% | 5.7% | |
| EBITDA | $66.0M | $87.0M | $115M | $133M | $147M | 22.2% |
| EBITDA growth | 29.4% | 31.8% | 32.2% | 15.7% | 10.5% | |
| EBITDA margin | 23% | 27% | 31% | 33% | 34% | |
| Implied EV / EBITDA | 18.9x | 14.4x | 10.9x | 9.4x | 8.5x |
Year-1 growth is against LTM at announcement ($264M revenue, $51.0M EBITDA); later years are year over year.
Model N management prepared non-public, risk-adjusted projections for fiscal years 2024 through 2029 on a stand-alone basis, approved for Jefferies' use. Total revenue was projected to grow from $264 million in FY2024 to $428 million in FY2029, with Adjusted EBITDA rising from $51 million to $148 million and unlevered free cash flow from $17 million to $79 million. A version of the projections through FY2027 (without FY2028-2029 and without unlevered free cash flow) was provided to strategic process participants including Parent.
Process notes
Other Digital / HealthTech fairness opinions
- ShareCare / Altaris 2024 · 18.9x EV/EBITDA
- Streamline Health / MDaudit 2025
- iCAD / RadNet 2025
- Accolade / Transcarent 2025 · 35.5x EV/EBITDA
- NextGen Healthcare / Thoma Bravo 2023 · 16.1x EV/EBITDA
- Tabula Rasa HealthCare / Nautic Partners / ExactCare Pharmacy 2023 · 27.1x EV/EBITDA