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A competing bid for Smartsheet was contractually possible in 2024, but contemporaneous reporting described a higher offer as unlikely. Blackstone and Vista Equity Partners ultimately completed their approximately $8.4 billion all-cash acquisition on January 22, 2025. The deal is now a completed take-private, not an open bidding contest.
What Blackstone and Vista agreed to pay
Blackstone and Vista Equity Partners announced the acquisition on September 24, 2024. The agreed price was $56.50 in cash for each Smartsheet share, valuing the transaction at approximately $8.4 billion.
Blackstone said the offer represented a 41% premium to Smartsheet’s 90-trading-day volume-weighted average closing price through July 17, 2024, and a 16% premium to the stock’s highest closing price during the 12 months through that date. Those premiums use the comparison periods specified in the announcement; they are not comparisons with the share price on the closing date.
Could there have been a competing bid?
Yes. The merger agreement gave Smartsheet a 45-day “go-shop” period to actively solicit alternative proposals through November 8, 2024. Under the agreement’s terms, the board could terminate the existing deal to accept a qualifying superior proposal. That provision created an opportunity to seek another offer; it did not mean another bidder had made an offer or was certain to appear.
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GeekWire reported on September 25, 2024, that analysts expected the existing offer to go through and that a larger competing bid was considered unlikely. That was an assessment made at the time, not a restriction in the agreement or a guarantee about the auction’s outcome. GeekWire noted that strategic buyers or other private-equity firms could make sense as potential buyers on paper, but the reporting did not establish that any was prepared to bid or what price one might offer.
What the deal terms meant for a rival offer
The premium and termination-fee provisions were relevant to the economics of switching to another proposal. The fees were conditional: they were not an automatic charge on every competing offer, and the amount depended on the circumstances and timing specified in Smartsheet’s definitive proxy.
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| Deal feature | What was disclosed |
|---|---|
| Offer | $56.50 cash per share; approximately $8.4 billion in total transaction value. |
| Go-shop | 45 days to solicit alternatives, ending November 8, 2024. |
| Company termination fee | $125 million in certain cases in which Smartsheet terminated during the go-shop to pursue a qualifying superior proposal; $250 million in certain other cases. |
| Buyer termination fee | $500 million payable by the buyer under specified circumstances. |
The disclosed fees do not establish a precise minimum price a rival would have needed to offer. A competing proposal’s value, the applicable contractual conditions, and the costs associated with terminating the existing agreement would all matter; the cited disclosures do not show what any potential bidder was willing to pay.
How the acquisition was financed
Smartsheet’s SEC filings described equity commitments from funds affiliated with Blackstone and Vista, as well as an ADIA affiliate. The filings also reported lenders’ commitments to provide approximately $3.2 billion of debt financing, subject to conditions. The announced transaction therefore combined substantial sponsor equity commitments with debt financing; it was not described as entirely debt-funded.
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Why the deal drew attention from private equity
The Smartsheet transaction was a large software buyout at a time when dealmaking had slowed amid higher interest rates. GeekWire cited a PwC report describing pent-up demand and supply, particularly in private equity. In that setting, the acquisition could be viewed as a possible bellwether: a prominent transaction may give market participants a reference point for other deals.
That is different from proving that the Smartsheet deal caused more buyouts. The available reporting does not quantify a sector-wide increase attributable to this transaction. GeekWire’s contemporaneous account also gave historical company context: Smartsheet reported quarterly revenue of $276.4 million, up 17%, and an operating loss of $8.5 million, compared with $36.1 million in the same quarter a year earlier; it said 85% of Fortune 500 companies were customers. Those figures describe the period reported in 2024, not the company’s current performance or proof of a broader buyout trend.
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The deal closed in January 2025
Smartsheet stockholders approved the transaction on December 9, 2024. The acquisition closed on January 22, 2025, and holders of shares immediately before closing were entitled to $56.50 in cash per share. Smartsheet’s stock ceased trading and the company was no longer listed on the New York Stock Exchange.
In the company’s closing announcement filed with the SEC on January 22, CEO Mark Mader said: “Working alongside industry powerhouses Blackstone and Vista, Smartsheet can invest with a long-term horizon to the benefit of our customers, partners and team.”
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