Thoma Bravo Affirms Commitment to Purchase up to $250 Million of ironSource Shares to the Extent Made Available by Redemptions
Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sector, affirmed its commitment to purchase additional ironSource shares, should they become available through redemptions by shareholders of Thoma Bravo Advantage, upon closing of TBA’s previously announced business combination with ironSource Ltd., a leading business platform for the App Economy. The transaction is further supported by a $1.3 billion oversubscribed Class A ordinary share PIPE led by a $300 million investment by an affiliate of Thoma Bravo.
Pursuant to a support agreement entered into concurrently with the Merger Agreement between TBA and ironSource, in the event that redemptions by TBA’s shareholders exceed $150 million, Thoma Bravo Advantage Sponsor, LLC has the choice to either (i) procure that affiliates of Thoma Bravo, L.P. commit to fund the amount of the excess redemptions by purchasing additional ironSource shares at closing, or (ii) surrender a number of TBA founder shares having a value equal to the excess redemptions, in each case up to $250 million. In the event redemptions exceed $150 million, Sponsor intends to exercise its right to purchase additional ironSource shares equal to the amount of such excess redemptions up to $250 million. An affiliate of Thoma Bravo, L.P. will provide the funding for the additional investment, with contributions from managing partners of Thoma Bravo, L.P.
“ironSource is a one-of-a-kind software company that combines scale, growth and profitability with a talented management team that has a track record of innovation and success in a rapidly expanding market,” said Orlando Bravo, Chairman of the Board of Directors of TBA and a founder and managing partner of Thoma Bravo. “It has been clear from the start that we have an aligned vision and shared conviction about the value creation Thoma Bravo and ironSource can drive together. ironSource presents a highly unique opportunity to leverage our software and financial expertise, and we look forward to deepening our partnership with the company as it enters this exciting, new chapter.”
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