Simpson Thacher acted as legal counsel on the proposed merger of Kronos Incorporated (“Kronos”) and Ultimate Software (“Ultimate”). The transaction is expected to close at the end of March 2020, resulting in a combined company which will have revenues of approximately $3 billion, more than 12,000 employees worldwide and an enterprise value of $22 billion.
The proposed merger will form one of the world’s largest cloud companies, bringing together two industry leaders and creating the world’s most innovative human capital management and workforce management company to help organizations across all industries manage their people more effectively with an unparalleled combination of cloud solutions.
Hellman & Friedman LLC (“H&F”), the controlling shareholder of both Kronos and Ultimate, will be the controlling shareholder of the newly formed company. Following H&F, private equity funds managed by Blackstone will be the largest minority investor, followed by GIC, Canada Pension Plan Investment Board and JMI Equity.
The Simpson Thacher team included Atif Azher, Naveed Anwar, Simon Chiu, Sangitha Palaniappa, Christopher Sun, Megan Whitman and William Perrone (M&A); David Rubinsky, Jeannine McSweeney, Monisha Bhayana and Caitlin Fitzgerald (ECEB); Brian Steinhardt and Benjamin Persina (Credit); Tom Wuchenich, Robert Guo and Estell Lee (Funds); William Brentani, Karen Reyes and Paul Clatterbuck (Capital Markets); Marcela Robledo (IP); Tyler Robbins (Tax); and Tim Mulvihill (Environmental).