8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 4, 2016

REALPAGE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-34846 (Commission File Number) 75-2788861 (IRS Employer Identification No.)

4000 International Parkway

Carrollton, Texas 75007

(Address of principal executive offices, including zip code)

(972) 820-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 4, 2016, RealPage, Inc. (“RealPage”) completed its previously announced acquisition of NWP Services Corporation, a Delaware corporation (“NWP”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among RealPage, RP Newco XVIII Inc., a newly-formed Delaware corporation and wholly owned subsidiary of RealPage (the “Merger Sub”), NWP and Ronald Reed (the “Shareholder Representative”), as the representative of NWP’s stockholders (the “NWP Stockholders”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub merged with and into NWP (the “Merger”), and NWP continued as the surviving corporation of the Merger and a wholly owned subsidiary of RealPage.

Pursuant to the Merger Agreement, RealPage paid approximately $68 million in cash, $70 million less expected cash acquired, subject to reduction for outstanding indebtedness and unpaid transaction expenses and subject to the working capital adjustments, in exchange for all outstanding shares of capital stock of NWP. RealPage retained a portion of the purchase price in connection with the Merger as a holdback to serve as security for the benefit of RealPage and its affiliates against the indemnification obligations of NWP’s stockholders. Subject to any indemnification claims made, certain amounts of the holdback will be released to the NWP Stockholders 18 months after closing with the remainder to be released three years after closing.

The Merger Agreement contains customary representations and warranties and covenants of NWP, RealPage and Merger Sub, as well as indemnification obligations by certain NWP Stockholders in the event of a breach of such representations, warranties and covenants. The Merger Agreement also contains customary closing conditions. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of the specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of RealPage, NWP or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change, which subsequent information may or may not be fully reflected in RealPage’s public disclosures.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to RealPage’s Current Report on Form 8-K dated February 23, 2016 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 7, 2016, RealPage issued a press release announcing that it has closed its acquisition of NWP. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements for Businesses Acquired.

The financial statements required by this item are not included in this filing. The required financial statements will be filed not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item is not included in this filing. The required pro forma financial information will be filed not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit No.	Description
2.1*	Agreement and Plan of Merger among RealPage, Inc., NWP Corporation Services, RP Newco XVIII Inc. and Ronald Reed (the “Shareholder Representative”), as the representative of NWP’s stockholders (the “NWP Stockholders”), dated February 23, 2016
99.1**	RealPage, Inc. Press Release dated March 7, 2016

* Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RealPage, Inc. with the Securities and Exchange Commission on February 23, 2016.

** Furnished herewith.

The information furnished in this Current Report under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		REALPAGE, INC.
	By:
		Stephen T. Winn
		Chief Executive Officer, President and Chairman
Date: March 7, 2016

EXHIBIT INDEX

Exhibit No.	Description
2.1*	Agreement and Plan of Merger among RealPage, Inc., NWP Corporation Services, RP Newco XVIII Inc. and Ronald Reed (the “Shareholder Representative”), as the representative of NWP’s stockholders (the “NWP Stockholders”), dated February 23, 2016
99.1**	RealPage, Inc. Press Release dated March 7, 2016

* Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RealPage, Inc. with the Securities and Exchange Commission on February 23, 2016.

** Furnished herewith.

EX-99.1

Exhibit 99.1

REALPAGE CLOSES ACQUISITION OF NWP SERVICES CORPORATION

__________________________________________________________________________________________________

CARROLLTON, Texas (March 7, 2016) - RealPage, Inc. (NASDAQ: RP), a leading provider of on demand software and software-enabled services for the multifamily, single-family and vacation rental housing industries, announced it has closed the acquisition NWP Services Corporation (www.nwp.com). The combined offering is expected to create the leading resident billing, energy management, and back office services platform in the rental housing industry.

Comments on the news

Steve Winn, Chairman and CEO of RealPage

“The acquisition of NWP is in our sweet spot regarding cultural and operational fit. We look forward to integrating the best of each platform in order to unlock significant synergies.”

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About RealPage

RealPage, Inc. is a leading provider of comprehensive property management software solutions for the multifamily, commercial, single-family and vacation rental housing industries. These solutions help property owners increase efficiency, decrease expenses, enhance the resident experience and generate more revenue. Using its innovative SaaS platform, RealPage's on demand software enables easy system integration and streamlines online property management. Its product line covers the full spectrum of property management, leasing and marketing, asset optimization, and resident services solutions. Founded in 1998 and headquartered in Carrollton, Texas, RealPage currently serves over 11,000 clients worldwide from offices in North America, Europe and Asia. For more information about the company, visit http://www.realpage.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements relating to RealPage, Inc.’s acquisition of NWP Services Corporation and the benefits to be derived from such acquisition, including its plans to integrate the acquired functionality with the company’s current solutions; the benefits to be derived from the platform by property owners and managers and its expectations regarding synergies and other efficiencies to be realized from the integration of the various platforms. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “expects,” “believes,” “plans,” or similar expressions and the negatives of those terms. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The company may be required to revise its results upon finalizing its review of quarterly and full year results, which could cause or contribute to such differences. Additional factors that could cause or contribute to such differences include, but are not limited to, the following: (a) the possibility that general economic conditions, including leasing velocity or uncertainty cause information technology spending, particularly in the rental housing industry, to be reduced or purchasing decisions to be delayed; (b) an increase in insurance claims; (c) an increase in customer cancellations; (d) the inability to increase sales to existing customers and to attract new customers; (e) RealPage, Inc.’s failure to consummate pending acquisitions or to integrate acquired businesses and any future acquisitions successfully; (f) the timing and success of new product introductions by RealPage, Inc. or its competitors; (g) changes in RealPage,

Inc.’s pricing policies or those of its competitors; (h) legal or regulatory proceedings; (i) the inability to achieve revenue growth or to enable margin expansion; and (j) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (“SEC”) by RealPage Inc., including its Annual Report on Form 10-K previously filed with the SEC on February 29, 2016. All information provided in this release is as of the date hereof and RealPage Inc. undertakes no duty to update this information except as required by law.