공시 • Oct 15
TPG Capital, L.P. and Corpay, Inc. (NYSE:CPAY) acquired AvidXchange Holdings, Inc. (NasdaqGS:AVDX).
TPG Capital, L.P. and Corpay, Inc. (NYSE:CPAY) agreed to acquire AvidXchange Holdings, Inc. (NasdaqGS:AVDX) for $2.2 billion on May 6, 2025. TPG Capital and Corpay will acquire AvidXchange for $10 per share in a cash transaction. TPG Capital will acquire a majority interest in AvidXchange and Corpay will acquire a 33% equity stake in AvidXchange. Under the agreement, Corpay will invest approximately $500 million for a 33% equity stake in the company. Certain members of the AvidXchange senior management team have agreed to rollover a significant portion of their equity in support of the transaction. As of June 17, 2025 AvidXchange Holdings announced the a special meeting of the stockholders to vote for a proposal to adopt the Merger Agreement and approve the transaction. AvidXchange would be payable $78 million as Termination Fee. The TPG Guarantor has committed, subject to the terms and conditions set forth in its Equity Commitment Letter, to capitalize Parent in an aggregate amount of up to $1,197.651504 million at or prior to the Closing and (b) Corpay has committed, subject to the terms and conditions set forth in its Equity Commitment Letter, to capitalize Parent in an aggregate amount of up to $730.434486 million at or prior to the Closing. AvidXchange paid Barclays a fee of $4 million upon the delivery of Barclays’ opinion.
The transaction is subject to customary closing conditions, including receipt of AvidXchange stockholder approval and required regulatory and antitrust approvals. The transaction was unanimously approved by the independent members of the Board of Directors of AvidXchange. There are no financing conditions to the transaction. The transaction is expected to close in the fourth quarter of 2025. The transaction to be accretive to Corpay earnings in 2026.
As of July 4, 2025, TPG and Corpay Inc have received EU approval to acquire AvidXchange. On September 16, 2025, the shareholders of AvidXchange Holdings, Inc. has approved the transaction.
The board of directors of the AvidXchange formed a transaction committee. Financial Technology Partners and Barclays are serving as financial advisors to AvidXchange. David Beller, Cathy A. Birkeland and Ian Nussbaum, Cathy Birkeland, Mandy Reeves, Katherine Rocco, Holly Bauer, Krisa Benskin, Ghaith Mahmood, Barrie VanBrackle, Benjamin Berman, Stephanie Teicher, Nineveh Alkhas, Shira Bressler, Katharine Moir, Erin Brown Jones, Arthur Long , Pia Naib, Dean Baxtresser, Andrew Galdes, Blair Connelly, Tyler Brown, Jamie Blackburn for united states and Tomas Nilsson, Wesley Lepla from Brussels of Latham & Watkins LLP is serving as the Company’s legal advisor. J.P. Morgan Securities LLC, Moelis & Company and RBC Capital Markets acted as financial advisors to TPG, and Oliver Smith, Darren M. Schweiger, Michael Diz, Jack Orford, David H. Schnabel, Pritesh P. Shah, Adam Kaminsky of Davis Polk & Wardwell LLP and Schulte Roth & Zabel LLP acted as legal counsel to TPG. Goldman Sachs & Co. LLC acted as exclusive financial advisor to Corpay, and David Phillips,Rob Ellis, Craig Alcorn, Wes Sheumaker, Frank Comparetto, Hill Jeffries of Eversheds Sutherland acted as legal counsel to Corpay. Annie Herdman of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to TPG Capital, L.P. Innisfree M&A Incorporated acted as a proxy solicitor to AvidXchange. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as a transfer agent to AvidXchange. Depository Trust Company acted as a Depository bank to AvidXchange.
TPG Capital, L.P. and Corpay, Inc. (NYSE:CPAY) completed the acquisition of AvidXchange Holdings, Inc. (NasdaqGS:AVDX) on October 15, 2025. In the transaction, TPG acquired a majority interest in AvidXchange through TPG Capital, the firm’s large-scale U.S. and European private equity platform, and Corpay acquired a minority interest in the Company, following the satisfaction of required regulatory approvals and other customary closing conditions. As a result of the closing of the transaction, AvidXchange shares have ceased trading and AvidXchange is no longer publicly listed on the Nasdaq Global Select Market.