ServiceMax’s Business Combination With Pathfinder Acquisition Corporation

ServiceMax's Business Combination With Pathfinder Acquisition Corporation

Ropes & Gray represented ServiceMax, while Kirkland & Ellis represented Pathfinder in the transaction.

ServiceMax, Inc., the leader in asset-centric field service management software, has entered into a business combination agreement with Pathfinder Acquisition Corporation (NASDAQ: PFDR), a publicly traded special purpose acquisition company (“Pathfinder”). Upon closing of the transaction, ServiceMax will become a publicly traded company, and is expected to be listed on the Nasdaq Stock Exchange under the symbol “SMAX”. Neil Barua, who has served as CEO of the Company since 2019, will continue to lead the business post-transaction.

The transaction implies a value for ServiceMax of approximately $1.4 billion on both a pre-money equity value basis and a pro forma enterprise value basis, before giving effect to the pending acquisition of LiquidFrameworks.  The transaction is expected to deliver approximately $335 million of gross proceeds to the combined company from the cash held in Pathfinder’s trust account, assuming no redemptions by Pathfinder shareholders, and including proceeds from a strategic common equity investment immediately prior to closing by leading software companies PTC Inc. [NASDAQ: PTC] and Salesforce Ventures at the same valuation as the business combination transaction.

The combined proceeds will be used to support the Company’s growth opportunities, including the acquisition of LiquidFrameworks for $145 million in cash, and for general corporate purposes.

Existing ServiceMax investors Silver Lake, Salesforce Ventures, and GE are retaining their full equity ownership in ServiceMax.

The Ropes & Gray team that advised ServiceMax was led by mergers & acquisitions partner Matthew Jacobson (Picture; San Francisco), and included tax partners Adam Greenwood (New York) and David Saltzman (Boston), mergers & acquisitions partners Rachel Phillips and Sarah Young (both of New York), private equity partner Eric Issadore (San Francisco), employment, executive compensation & benefits partner Loretta Richard (Boston), employment, executive compensation & benefits counsel Stephanie Bruce (Boston), litigation & enforcement partner Michael McFalls (Washington D.C.), litigation & enforcement counsel Steven Kaye (Boston) and ESG and M&A partner Michael Littenberg (New York).

The Kirkland team was led by corporate partners Ryan Brissette, Travis Nelson and Doug Bacon and associates Patrick Salvo and Daniel Yip, capital markets partners Matt Pacey and Julia Danforth and associate Steven Lackey, and tax partner Kevin Coenen. 

Involved fees earner: Douglas Bacon – Kirkland & Ellis; Ryan Brissette – Kirkland & Ellis; Kevin Coenen – Kirkland & Ellis; Steven Lackey – Kirkland & Ellis; Travis Nelson – Kirkland & Ellis; Matthew Pacey – Kirkland & Ellis; Patrick Salvo – Kirkland & Ellis; Daniel Yip – Kirkland & Ellis; Stephanie Bruce – Ropes & Gray; Adam Greenwood – Ropes & Gray; Eric Issadore – Ropes & Gray; Matthew Jacobson – Ropes & Gray; Steven Kaye – Ropes & Gray; Michael Littenberg – Ropes & Gray; Michael McFalls – Ropes & Gray; Rachel Phillips – Ropes & Gray; Loretta Richard – Ropes & Gray; David Saltzman – Ropes & Gray; Sarah Young – Ropes & Gray;

Law Firms: Kirkland & Ellis; Ropes & Gray;

Clients: Pathfinder Acquisition Corporation; ServiceMax;