Solera Holdings, Inc. (NYSE: SLH) ("Solera", the "Company", "we", "us" or "our") today announced that it has entered into a definitive merger agreement (the "Merger Agreement") pursuant to which an affiliate of Vista Equity Partners ("Vista") will acquire Solera in a transaction valued at approximately $6.5 billion (the "Merger"), including the existing net debt of Solera. Other key investors include an affiliate of Koch Equity Development LLC ("Koch Equity Development"), the investment and acquisition subsidiary of Koch Industries, Inc., and an affiliate of Goldman, Sachs & Co. 

Pursuant to the Merger Agreement, Vista will acquire 100% of the outstanding shares of Solera common stock for $55.85 per share in cash in the Merger. The purchase price represents an unaffected premium of 53% over Solera's closing share price of $36.39 on August 3, 2015.

The closing of the Merger is conditioned upon customary closing conditions, including the approval of Solera stockholders and required regulatory approvals. The Merger is expected to close no later than the first calendar quarter of 2016.

Solera's board of directors, following the receipt of the unanimous recommendation of a special committee of independent directors of the Solera board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger, and recommended that Solera stockholders vote their shares in favor of the Merger.

"This transaction delivers immediate compelling value to our stockholders and represents a pivotal milestone for Solera in partnering with Vista," said Tony Aquila, Solera's founder, Chairman and CEO. "It not only recognizes our innovative company and talented employees, but also provides us with the optimal flexibility to proliferate our world-class solutions and services for our customers. We are extremely excited about working with Vista to further strengthen Solera's global leadership in risk and asset management technologies."

"We are thrilled to be partnering with Solera," said Robert F. Smith, Vista's founder, Chairman and CEO. "For almost half a century, Solera has been serving the insurance and automotive industries with innovative software and information solutions.  With the portfolio of products the Company has built and acquired, combined with the vision of its leadership, we believe Solera is incredibly well positioned for the next fifty years. The mission is clear and the opportunity is there to continue to transform how physical assets are managed and insured."

The Merger will be financed through a combination of common and preferred equity contributions by investment funds affiliated with Vista, Koch Equity Development, and an affiliate of Goldman, Sachs & Co., and existing debt financing as well as new debt financing that has been committed to by Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. The Merger is not subject to any financing condition.

Rothschild, Inc. is serving as financial advisor to Solera, and Kirkland & Ellis LLP is serving as legal advisor to Solera. Centerview Partners LLC is serving as financial advisor to the Special Committee, and Sullivan & Cromwell LLP is serving as legal advisor to the Special Committee. J.P. Morgan Securities LLC is serving as financial advisor to Vista, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Vista.