7:01 pm ET
Oct 16, 2014 |
Deals
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Spreadsheet Mistake Costs Tibco
Shareholders $100 Million |
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By
Gillian
Tan
It pays to
double-check the numbers.
That’s the lesson
Tibco Software Inc. and
Goldman Sachs Group Inc. learned
in the
software company’s more than $4 billion sale to
Vista Equity Partners, which is paying about $100 million less in the
deal because of a spreadsheet mix-up.
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—
Andy McMillan
for The Wall Street Journal |
Goldman, Tibco’s
adviser in the deal, used a spreadsheet that overstated the company’s
share count to crunch the numbers in the deal, according to
a regulatory filing.
“In its Sept. 27,
2014, presentation to the Board of Directors, Goldman Sachs, using the
spreadsheet, used a share count that overstated [Tibco's] fully
diluted common stock by the number of shares of restricted stock,” the
filing says.
The error led to a
miscalculation of Tibco’s equity value, a $100 million savings for
Vista and a slightly lower payment to Tibco’s shareholders (roughly 61
cents for each outstanding share).
Tibco had agreed to
pay Goldman $47.4 million for its services.
It’s not clear who
created the spreadsheet. Representatives for Tibco and Goldman
declined to comment. Vista couldn’t be reached for comment.
The error came to
light after the deal was announced on Sept. 29, leading Goldman to
revise Tibco’s implied equity value in the transaction to around $4.1
billion from $4.2 billion.
Goldman also revised
the deal’s fairness opinion, saying the sale valued the company at
17.6 times the company’s adjusted earnings before interest, taxes,
depreciation and amortization, or Ebitda, for the last 12 months,
rather than the 18-times Ebitda it originally cited.
Despite the error,
Tibco’s board decided not to change its recommendation to shareholders
to vote in favor of the deal, the largest U.S. take-private deal in
more than a year.
Four lawsuits
challenging the deal have already been filed on behalf of
shareholders, two in Delaware and two in California. Such lawsuits are
standard fare when companies are bought and sold, but the error could
give plaintiffs lawyers extra ammunition.
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