BERWYN,
Pa., July 11, 2024 /PRNewswire/ -- Envestnet,
Inc. (NYSE: ENV) ("the Company" or "Envestnet"), a leading provider
of integrated technology, intelligent data and wealth solutions,
today announced that it has entered into a definitive agreement to
be acquired by Bain Capital in a transaction valuing the Company at
$4.5 billion ($63.15 per share). Reverence Capital also agreed
to participate in the transaction. Strategic partners BlackRock,
Fidelity Investments, Franklin
Templeton, and State Street Global Advisors have committed
to invest in the proposed transaction, and upon its completion they
will hold minority positions in the private company.
Envestnet manages over $6 trillion
in assets, oversees nearly 20 million accounts, and enables more
than 109,000 financial advisors to better meet client financial
goals with one of the most comprehensive, integrated platforms
delivered at scale in a unified, engaging digital experience. The
Company has had great success enhancing the advisor and investor
experience, and currently supports over 800 asset managers on its
Wealth Management Platform. Envestnet was recently recognized
by the 2024 T3/Inside Information Advisor Software Survey as a
leader in Financial Planning, Portfolio Management, TAMP and
Billing Solutions -- reinforcing the strength, depth and breadth of
its industry-leading Wealth Management Platform and commitment to
supporting advisor growth and productivity through its deeply
connected ecosystem.
"The Board and its advisors conducted a process to maximize
value for shareholders," said Jim
Fox, Board Chair and Interim CEO of Envestnet. "I'm proud of
what Envestnet has achieved over the years in becoming the leading
wealth management platform in the industry."
"Through its deeply connected ecosystem and innovative
technology and data capabilities, Envestnet has built an
industry-leading platform that the largest wealth management firms,
RIAs and broker-dealers rely on to power their businesses," said
Phil Loughlin, a Partner at Bain
Capital. "We look forward to working with Envestnet's talented and
experienced leadership team and supporting their growth strategy
through organic and inorganic initiatives, making further
investments in its differentiated product offering, and delivering
enhanced value to customers and partners," added Marvin Larbi-Yeboa, a Partner at Bain
Capital.
"Given Envestnet's scale and competitive advantages in an
industry that benefits from strong fundamental tailwinds, we
believe the Company is strategically positioned to achieve its next
phase of growth," said Milton
Berlinski, Co-Founder and Managing Partner at Reverence
Capital Partners.
"This is a validation of Envestnet's proven ability to operate
at market-leading scale - serving more assets, accounts, and
advisors and effectively connecting our company and our
technology," said Tom Sipp, EVP
Business Lines of Envestnet. "This is an exciting new chapter for
Envestnet, our clients, our partners and our employees. Together
with Bain Capital, we are committed to investing in our platform
making it more customized, connected, and intelligent. As a private
company, we can accelerate our ability to further elevate our
market-leading platform with greater functionality and an even
broader solution set that enables advisors to better serve clients
at all stages of their financial life."
"This is a great outcome for Envestnet's clients and employees,
and one that maintains its entrepreneurial spirit," said
Bill Crager, Co-founder of
Envestnet. "Envestnet is exceptionally well positioned to continue
to build a gateway to the future of financial advice. I couldn't be
more excited about the company going forward, its continued success
and ability to serve more advisors – enabling them to deliver more
holistic financial advice."
Transaction Details
Under the terms of the agreement,
which has been unanimously approved by the Envestnet Board of
Directors, Envestnet shareholders will receive $63.15 in cash for each share of common stock
they own. The transaction is expected to close in the fourth
quarter of 2024, subject to the satisfaction of customary closing
conditions, including receipt of approval by Envestnet's
shareholders and required regulatory approvals. Upon completion of
the transaction, Envestnet's common stock will no longer be
publicly listed, and Envestnet will become a privately held
company.
Advisors
Morgan Stanley & Co. LLC is acting as
exclusive financial advisor, and Paul, Weiss, Rifkind, Wharton
& Garrison LLP is acting as legal counsel to Envestnet.
J.P. Morgan Securities LLC is acting as lead financial advisor,
and Ropes & Gray LLP is acting as legal counsel to Bain
Capital.
RBC Capital Markets, BMO Capital Markets, Barclays, and Goldman,
Sachs & Co. LLC provided committed debt financing for the
transaction and financial advisory services to Bain Capital.
Funds managed by Ares Management, funds managed by Blue Owl Capital
and Benefit Street Partners also provided committed debt financing
for the transaction.
About Envestnet
Envestnet is helping to lead the
growth of wealth managers and transforming the way financial advice
is delivered through its ecosystem of connected technology,
advanced insights, and comprehensive solutions – backed by
industry-leading service and support. Serving the wealth management
industry for 25 years with more than $6
trillion in platform assets—more than 109,000 advisors, 17
of the 20 largest U.S. banks, 48 of the 50 largest wealth
management and brokerage firms, more than 500 of the largest RIAs
-- thousands of companies, depend on Envestnet technology and
services to help drive business growth and productivity, and better
outcomes for their clients. Data as of 3/31/24.
Envestnet refers to the family of operating subsidiaries of the
public holding company, Envestnet, Inc. (NYSE: ENV). For a deeper
dive into how Envestnet is shaping the future of financial advice,
visit www.envestnet.com. Stay connected with us for the latest
updates and insights on LinkedIn and X (@ENVintel).
About Bain Capital
Bain Capital, LP is one of the
world's leading private multi-asset alternative investment firms
that creates lasting impact for our investors, teams, businesses,
and the communities in which we live. Since our founding in 1984,
we've applied our insight and experience to organically expand into
numerous asset classes including private equity, credit, public
equity, venture capital, real estate, life sciences, insurance, and
other strategic areas of focus. The firm has offices on four
continents, more than 1,750 employees and approximately
$185 billion in assets under
management. To learn more, visit www.baincapital.com.
About Reverence Capital Partners
Reverence Capital
Partners is a private investment firm focused on three
complementary strategies: (i) Financial Services-Focused Private
Equity, (ii) Opportunistic, Structured Credit, and (iii) Real
Estate Solutions. Today, Reverence manages in excess of
$10 billion in AUM. Reverence focuses
on thematic investing in leading global Financial Services
businesses. The firm was founded in 2013, by Milton Berlinski, Peter
Aberg and Alex Chulack, after
distinguished careers advising and investing in a broad array of
financial services businesses. The Partners collectively bring over
100 years of advisory and investing experience across a wide range
of Financial Services sectors.
Forward-Looking Statements
This press release contains, and the Company's other filings and
press releases may contain forward-looking statements. All
statements other than statements of historical fact are
forward-looking statements. Forward-looking statements give the
Company's current expectations relating to the Company's financial
condition, results of operations, plans, objectives, future
performance and business including, without limitation, statements
regarding the transaction and related transactions, the expected
closing of the transaction and the timing thereof, and as to the
financing commitments. You can identify forward-looking statements
by the fact that they do not relate strictly to historical or
current facts. These statements may include words such as
"anticipate," "estimate," "expect," "project," "plan," "intend,"
"believe," "may," "will," "should," "can have," "likely" and other
words and terms of similar meaning. These forward-looking
statements are based on management's beliefs, as well as
assumptions made by, and information currently available to, the
Company.
Because such statements are based on expectations as to future
financial and operating results and are not statements of fact,
actual results may differ materially from those projected and are
subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the transaction may not be completed
on the anticipated terms in a timely manner or at all, which may
adversely affect the Company's business and the price of
Envestnet's common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the transaction, including the
receipt of certain regulatory approvals and the approval of the
Company's stockholders; (iii) the occurrence of any event, change
or other circumstance or condition that could give rise to the
termination of the agreement, including in circumstances requiring
the Company to pay a termination fee; (iv) the effect of the
announcement or pendency of the transaction on the Company's
business relationships, operating results and business generally;
(v) risks that the transaction disrupts the Company's current plans
and operations (including the ability of certain customers to
terminate or amend contracts upon a change of control); (vi) the
Company's ability to retain, hire and integrate skilled personnel
including the Company's senior management team and maintain
relationships with key business partners and customers, and others
with whom it does business, in light of the transaction; (vii)
risks related to diverting management's attention from the
Company's ongoing business operations; (viii) unexpected costs,
charges or expenses resulting from the transaction; (ix) the
ability to obtain the necessary financing arrangements set forth in
the commitment letters received in connection with the transaction;
(x) potential litigation relating to the transaction that could be
instituted against the parties to the agreement or their respective
directors, managers or officers, the effects of any outcomes
related thereto; (xi) the impact of adverse general and
industry-specific economic and market conditions; (xii) certain
restrictions during the pendency of the transaction that may impact
the Company's ability to pursue certain business opportunities or
strategic transactions; (xiii) uncertainty as to timing of
completion of the transaction; (xv) risks that the benefits of the
transaction are not realized when and as expected; (xvi)
legislative, regulatory and economic developments; (xvii) those
risk and uncertainties set forth under the headings "Forward
Looking Statements" and "Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2023 filed with the Securities
and Exchange Commission (the "SEC"), as such risk factors may be
amended, supplemented or superseded from time to time by other
reports filed by the Company with the SEC from time to time, which
are available via the SEC's website at www.sec.gov; and (xviii)
those risks that will be described in the proxy statement that will
be filed with the SEC and available from the sources indicated
below.
The Company cautions you that the important factors referenced
above may not contain all the factors that are important to you.
These risks, as well as other risks associated with the
transaction, will be more fully discussed in the proxy statement
that will be filed with the SEC in connection with the transaction.
There can be no assurance that the transaction will be completed,
or if it is completed, that it will close within the anticipated
time period. These factors should not be construed as exhaustive
and should be read in conjunction with the other forward-looking
statements. The forward-looking statements included in this press
release are made only as of the date hereof. The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as otherwise required by law. If one or more
of these or other risks or uncertainties materialize, or if our
underlying assumptions prove to be incorrect, our actual results
may vary materially from what we may have expressed or implied by
these forward-looking statements. We caution that you should not
place significant weight on any of our forward-looking statements.
You should specifically consider the factors identified in this
communication that could cause actual results to differ.
Furthermore, new risks and uncertainties arise from time to time,
and it is impossible for us to predict those events or how they may
affect the Company.
Additional Information and Where to Find It
This communication is being made in connection with the
transaction. In connection with the transaction, the Company plans
to file a proxy statement and certain other documents regarding the
transaction with the SEC. The definitive proxy statement (if and
when available) will be mailed to shareholders of the Company. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. Shareholders will be able
to obtain, free of charge, copies of such documents filed by the
Company when filed with the SEC in connection with the transaction
at the SEC's website (http://www.sec.gov). In addition, the
Company's shareholders will be able to obtain, free of charge,
copies of such documents filed by the Company at the Company's
website (https://investor.envestnet.com/). Alternatively, these
documents, when available, can be obtained free of charge from the
Company upon written request to the Company at 1000 Chesterbrook
Boulevard, Suite 250, Berwyn,
Pennsylvania, 19312.
Participants in Solicitation
The Company, its respective directors and certain of its
executive officers may be deemed to be "participants" (as defined
under Section 14(a) of the Securities Exchange Act of 1934) in the
solicitation of proxies from shareholders of the Company with
respect to the potential transaction. Information about the
identity of Company's directors is set forth in the Company's proxy
statement on Schedule 14A filed with the SEC on April 5, 2024 (the "2024 Proxy") (and available
here). Information about the compensation of Company's directors is
set forth in the section entitled "Director Compensation" starting
on page 23 of the 2024 Proxy (and available here) and information
about the compensation of the Company's executive officers is set
forth in the section entitled "Executive Compensation|" staring on
page 32 of the 2024 Proxy (and available here). Transactions with
related persons (as defined in Item 404 of Regulation S-K
promulgated under the Securities Act of 1933) are disclosed in the
section entitled "Related Party Transactions" starting on page 20
of the 2024 Proxy (and available here). Information about the
beneficial ownership of Company securities by Company's directors
and named executive officers is set forth in the section entitled
"Security Ownership of Management" on page 84 of the 2024 Proxy
(and available here) and in the section entitled "Security
Ownership of Certain Beneficial Owners" starting on page 85 of the
2024 Proxy (and available here).
Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be included in the
definitive proxy statement relating to the transaction when it
is filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC's website at www.sec.gov and
the Company's website at https://investor.envestnet.com/.
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SOURCE Envestnet