M&A - AvidXchange Holdings, Inc.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525125130

Filing Summary: AvidXchange Holdings, Inc. filed a Definitive Proxy Statement concerning a proposed acquisition involving Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc., which is set to be presented to stockholders for approval. The acquisition aims to provide AvidXchange with greater flexibility as a private entity to invest in innovation and growth without being hindered by short-term market pressures. The existing leadership team will remain unchanged, and operations will continue as usual, ensuring no disruptions to customer services or supplier payment processes. The transaction is expected to accelerate growth and innovation while maintaining AvidXchange's focus on accounts payable automation and payment solutions. Corpay is noted to be acquiring a minority interest, with TPG becoming the controlling shareholder. Various FAQs highlight the commitment to continuous service and support amid this corporate change, alongside reassurances that there will be no forced migrations or cuts in service. Investors and security holders are encouraged to read the detailed proxy statement and other related documents when they become available due to their significance in understanding the transaction and its implications.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000095017025067976

Filing Summary: AvidXchange Holdings, Inc. reported financial results for the quarter ending March 31, 2025, showing total revenues of $107,942,000, a slight increase from $105,598,000 in the same period of 2024. The company faced a net loss of $7,311,000 compared to a loss of $1,009,000 year-over-year. Key expenses included research and development at $25,382,000 and general and administrative expenses at $28,948,000. The firm has $1,991,817,000 in total assets and $1,312,645,000 in total liabilities, indicating a strong asset position but continued financial losses. Important to note is the announcement of a merger agreement on May 6, 2025, wherein AvidXchange will merge with Arrow Borrower 2025, Inc., leading to its common stock being delisted from Nasdaq and the company transitioning to a private entity.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116878

Filing Summary: AvidXchange Holdings, Inc. is initiating a transaction involving acquisition by Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc., which will be presented for consideration and approval at a special meeting of the Company’s stockholders. The announcement assures no management changes, highlighting that the Company will continue its operations as usual post-acquisition. The acquisition is characterized as a strategic move to transition from venture capital to private equity support. The filing points out a lack of expected changes affecting employees utilizing H1-B sponsorship. Potential risks and uncertainties surrounding the acquisition are discussed, including stockholder approval and regulatory conditions, as well as the potential impacts on business operations and stock value. Investors are encouraged to read more detailed information in forthcoming proxy statements and other filings regarding the transaction.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116891

Filing Summary: On May 9, 2025, AvidXchange Holdings, Inc. communicated regarding the planned acquisition of a minority interest by Corpay. Following the acquisition, TPG will hold controlling shares and oversee the Board of Directors, responsible for AvidXchange's strategic and operational direction. The acquisition is planned to be submitted for stockholder approval at a special meeting. A proxy statement (Schedule 14A) and other necessary documents will be filed with the SEC, wherein stockholders are encouraged to review these materials for comprehensive information about the transaction and its implications. The presentation includes cautionary information about forward-looking statements and highlights potential risks and uncertainties related to the acquisition and its approval process.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525116983

Filing Summary: AvidXchange Holdings, Inc. has announced a proposed merger transaction involving Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc. This transaction will be presented to the Company's stockholders for approval at a special meeting. The Company expects to file a definitive proxy statement with the SEC regarding this merger, which will include critical details about the transaction and related matters. The solicitation of proxies from stockholders will involve the Company and certain directors and executives, who may have conflicting interests. The filing denotes that there is a sincere approach towards the transaction with necessary documents such as the Schedule 13E-3 to be filed with the SEC. A cautionary note emphasizes that this communication includes forward-looking statements about the expected outcomes of the transaction, which may be subject to various risks and uncertainties, including the possibility of stockholder disapproval and potential termination of the merger agreement. The Company encourages all stockholders to review forthcoming documents thoroughly before making any voting decisions.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114944

Filing Summary: On May 6, 2025, AvidXchange Holdings, Inc. entered into a Merger Agreement with Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc. The agreement outlines that AvidXchange will merge with Merger Sub, making it a wholly owned subsidiary of Parent. Each outstanding share of common stock in AvidXchange will be canceled and converted to cash of $10.00 per share, subject to taxes. The board deemed the merger fair and will seek shareholder approval at an upcoming special meeting. If the merger is completed, AvidXchange's common stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act. The agreement also details the treatment of stock options and RSUs, retention bonuses for key employees, and various conditions to closing including shareholder approval and regulatory clearances. A termination fee structure is outlined, including potential fees payable by both AvidXchange and Parent. The Company will file a proxy statement with the SEC for the transaction, and the document emphasizes that the merger is subject to various conditions and risks for completion.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525115039

Filing Summary: AvidXchange Holdings, Inc. has entered into a definitive agreement to be acquired by TPG, a leading global alternative asset management firm, in partnership with Corpay, a global leader in corporate payments. This acquisition comes as AvidXchange celebrates its 25th year and aims to transition to a privately held company while maintaining its commitment to long-term innovation and customer service. The proposed transaction will be submitted to stockholders for approval at a special meeting, with the company planning to file a proxy statement with the SEC. Investors and security holders are encouraged to read all related materials thoroughly before making any voting decisions. The communication highlights the importance of understanding the risks and uncertainties associated with the transaction.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525115043

Filing Summary: AvidXchange Holdings, Inc. is proposing a transaction involving a merger with Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc. This document serves as a proxy statement pertaining to this merger, which will be submitted to AvidXchange's stockholders for approval in a special meeting. The merger aims to support the company’s transition to a privately held entity while continuing to enhance customer relationships and the delivery of innovative solutions. Cautionary statements regarding forward-looking statements highlight the uncertainties regarding the merger, including regulatory approvals and stockholder consent, potential litigation, and impacts on business operations and stock prices.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114937

Filing Summary: On May 6, 2025, AvidXchange Holdings, Inc. entered into a Merger Agreement with Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc., which stipulates that Merger Sub will merge with AvidXchange, leading to its status as a wholly owned subsidiary of Parent. Each outstanding share of AvidXchange common stock will convert to $10.00 cash at the merger's effective time, subject to adjustments per the Merger Agreement. The Board of Directors determined the merger to be fair and in the best interests of shareholders, approving the execution of the agreement and recommending approval at an upcoming stockholder meeting. The merger will result in AvidXchange being delisted from Nasdaq and becoming a private entity. There are provisions for the treatment of employee stock options and other compensatory awards, assigning cash value for vested options and RSU awards based on the Merger Consideration. Closing is subject to stockholder approval, regulatory approvals, and other customary conditions, including a no-shop provision limiting the Company from soliciting competing proposals. The Merger Agreement outlines termination rights for both parties, including a termination fee structure dependent on the circumstances under which termination occurs. The transaction is to be financed through secured equity and debt financing.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525114068

Filing Summary: AvidXchange Holdings, Inc. has signed a definitive agreement to be acquired by TPG, an alternative asset management firm, in partnership with Corpay, a leader in corporate payments. This acquisition marks a pivotal moment as AvidXchange celebrates its 25th anniversary, transitioning from a public to a private company. The partnership aims to accelerate growth by leveraging TPG’s experience and focus on long-term strategic investments. AvidXchange processed over 79 million transactions in 2024, generating more than $425 million in revenue. The transaction is expected to close in the fourth quarter of 2025, pending regulatory approval and stockholder consent. A special meeting will be held for stockholders to vote on the transaction. Relevant filings will be made with the SEC, including a proxy statement and a transaction statement on Schedule 13E-3, which stockholders are encouraged to review thoroughly. Channels for further information and inquiries have been established, assuring employees that business will proceed as usual until the transaction is finalized.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525114078

Filing Summary: AvidXchange Holdings, Inc. has entered into a definitive agreement to be acquired by TPG, a prominent global alternative asset manager, in conjunction with Corpay, a leader in corporate payments. This acquisition is expected to bring significant opportunities for AvidXchange's customers, employees, and partners. The agreement will be subject to stockholder approval at a special meeting, with detailed information to be provided in a forthcoming proxy statement filed with the SEC. Additional regulatory filings will include a Schedule 13E-3 transaction statement. Investors are advised to review these documents carefully once available, as they will outline critical details regarding the acquisition and potential risks. Notably, forward-looking statements regarding the acquisition process have been included, highlighting the uncertainties involved in achieving the expected benefits and regulatory approvals.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525114477

Filing Summary: On May 6, 2025, AvidXchange Holdings, Inc. announced its definitive agreement to be acquired by TPG in collaboration with Corpay for approximately $2.2 billion. This acquisition will result in AvidXchange transitioning to a private company, thus enabling the firm to invest more freely in growth opportunities. Upon completion, shareholders will receive $10 per share in cash, and AvidXchange's common stock will be cancelled and delisted from the public market. The acquisition reflects AvidXchange's strategy to enhance its operational flexibility and long-term investments in innovations, while maintaining its established brand and commitment to customer service. TPG's involvement is aimed at fostering AvidXchange's growth, leveraging TPG's extensive experience in the technology sector, particularly concerning B2B payments. The transaction is subject to customary closing conditions and approvals, expected to finalize in Q4 2025. The announcement underscores AvidXchange's unwavering focus on its 2025 strategic priorities and its comprehensive benefits plan for employees post-transaction, ensuring continuation of current benefits and compensation arrangements for a minimum of one year post-acquisition.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113913

Filing Summary: On May 6, 2025, AvidXchange Holdings, Inc. announced the execution of a Merger Agreement with Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc. as part of a proposed transaction where Merger Sub will merge with AvidXchange, which will survive the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are subsidiaries of TPG Global, LLC, and Corpay, Inc. will be a direct or indirect investor in Parent. The transaction will be submitted to AvidXchange's stockholders for approval at a special meeting. A proxy statement will be filed with the SEC containing important details about the transaction, and the company urges investors to read it and other related documents when available.

Form Type: DEFA14A

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113918

Filing Summary: On May 6, 2025, AvidXchange Holdings, Inc. announced the execution of a definitive agreement to be acquired by TPG in partnership with Corpay for a total cash transaction of $2.2 billion, equating to $10.00 per share. This acquisition represents a 22% premium over AvidXchange's closing stock price on the same day. The merger will render AvidXchange a private company, and the transaction is pending stockholder and regulatory approvals, aiming for completion in the fourth quarter of 2025. The deal has been unanimously approved by AvidXchange's Board of Directors. AvidXchange plans to file a proxy statement regarding this transaction to inform its stockholders, along with other relevant documents, and encouraged investors to carefully review these materials once available. The announcement positions AvidXchange to accelerate its growth and enhance its AP automation solutions, leveraging TPG's and Corpay's resources and industry expertise.