8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

October 11, 2018

______________________________________________________________________________________________

RealPage, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________

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

2201 Lakeside Boulevard

Richardson, Texas 75082

(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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01Entry into a Material Definitive Agreement.

On October 11, 2018, RealPage, Inc., a Delaware corporation (“RealPage”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among RealPage, RP Newco XXVI Inc., a wholly owned subsidiary of RealPage and a Delaware corporation (“Merger Sub”), Rentlytics, Inc., a Delaware corporation (“Rentlytics”), each of the equityholders of Rentlytics who have executed the Merger Agreement (the “Equityholders”)and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative (the “Representative”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into Rentlytics (the “Merger”), and Rentlytics will continue as the surviving corporation of the merger and as a wholly owned subsidiary of RealPage. The purchase price to be paid pursuant to the Merger Agreement is approximately $57 million in cash, subject to a working capital adjustment and a holdback of a portion of the purchase price to serve as security for the benefit of RealPage and its affiliates in respect of the indemnification obligations and post-closing purchase price adjustments. Subject to any indemnification obligations and post-closing purchase price adjustments, a percentage of the holdback will be released to the Equityholders on or shortly after each of the first and second anniversary dates of the closing.

The Merger Agreement contains customary representations and warranties and covenants of Rentlytics, the Equityholders, RealPage and Merger Sub. 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 set forth therein, were solely for the benefit of the parties to the Merger Agreement, 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, Merger Sub, Rentlytics and the Equityholders or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in RealPage’s public disclosures.

The closing of the Merger is subject to standard conditions to be met by the parties prior to or at closing, as contained in the Merger Agreement. The Merger Agreement includes termination rights that could be exercised by RealPage or Rentlytics upon the occurrence of certain events, including the ability of RealPage or Rentlytics to terminate the Merger Agreement if the Merger has not been completed by October 31, 2018 (the “Termination Date”). In addition, RealPage may terminate the Merger Agreement in the event of a material breach or failure to perform by the Company or the Equityholders of any representations, warranties, covenants or other agreements to be performed by the Company or the Equityholders under the Merger Agreement, or any representation or warranty made by the Company or Equityholders shall become materially untrue, such that it cannot be cured by the Termination Date or otherwise causes a failure to meet a closing condition as set forth in the Merger Agreement. Rentlytics may terminate the Merger Agreement in the event of a material breach or failure to perform by RealPage or Merger Sub of any representations, warranties, covenants or other agreements to be performed by RealPage or the Merger Sub under the Merger Agreement, or any representation or warranty made by RealPage or the Merger Sub shall become materially untrue, such that it cannot be cured by the Termination Date or otherwise causes a failure to meet a closing condition as set forth in the Merger Agreement.

The foregoing summary is qualified in its entirety by the full text of the Merger Agreement, which RealPage will file with the Securities and Exchange Commission as an exhibit to a forthcoming periodic financial report.

Item 7.01.Regulation FD Disclosure.

On October 12, 2018, RealPage issued a press release announcing that it entered into the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	RealPage, Inc. Press Release dated October 12, 2018

Exhibit 99.1 attached hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such 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:	/s/ W. Bryan Hill
	W. Bryan Hill Executive Vice President, Chief Financial Officer and Treasurer

Date: October 12, 2018

EX-99.1

Exhibit 99.1

RealPage To Acquire Rentlytics

Expands Business Intelligence and Benchmarking

RICHARDSON, Texas, (October 12, 2018) - RealPage, Inc. (NASDAQ:RP), a leading provider of software and data analytics to the real estate industry, today announced that it has entered into an agreement to acquire Rentlytics, which will expand the company’s business intelligence and performance analytics platform by nearly 900,000 additional multifamily units.

Rentlytics provides owners and operators with normalized data across multiple third-party systems, resolving system incompatibility, data accuracy issues and time-to-analysis delays.

Highlights:

• Rentlytics integrates with more property management software platforms than RealPage, thereby extending our ability to consolidate accounting and operating KPIs from more sources.

• Rentlytics adds nearly 900,000 units of real time data to the RealPage data analytics platform, giving RealPage the ability to improve the precision of benchmarking and yield optimization tools. Approximately 200,000 units are new to RealPage.

• Rentlytics has developed a new product called “Renovation Manager” that helps manage renovation workflow and provides better visibility into per-unit and per-property yields achievable through renovations. Over 10,000 properties are under renovation in the U.S. today as owners stretch for higher rental yields. RealPage intends to begin marketing this product to its clients immediately upon completion of the acquisition.

Steve Winn, Chairman and CEO of RealPage:

“Rentlytics expands our data footprint in the multifamily industry, thereby improving our benchmarking and precision forecasting capabilities. We intend to combine the real time data that Rentlytics has assembled with our existing business intelligence and data analytics platform, and offer the industry a more powerful, high precision tool to measure financial and operating performance.”

Justin Alanís, CEO of Rentlytics:

“I founded Rentlytics with the vision of connecting people and the technologies in our industry to the data that they need to make decisions. I am proud of the progress that our team has made towards achieving that goal and the clients that we have serviced. I discovered that RealPage shares our vision of the power of data, and believe that, by combining our unique platforms, we can accelerate the development of first-in-class analytics solutions for our clients.”

Keith Dunkin, SVP of RealPage Asset Optimization:

“The current Rentlytics platform is a true value-add to owners and operators, and we expect to continue to support it. Over time, we believe a combined RealPage and Rentlytics solution will offer an even more compelling advantage to clients. I am excited to welcome Rentlytics to our family, and look forward to utilizing Justin’s considerable expertise as we integrate our two platforms.”

Financial Highlights

The completion of the acquisition remains subject to certain standard conditions, which the company expects to be satisfied prior to the anticipated close sometime during the week of October 15, 2018. The company will acquire Rentlytics for an initial purchase price of approximately $57 million in cash. The acquisition price is subject to working capital and other adjustments and a holdback for potential indemnification claims. The company expects the acquisition of Rentlytics to contribute revenue of approximately $1.5 million and to contribute immaterially to its 2018 Adjusted EBITDA during the three-month period ending December 31, 2018. In addition, RealPage

expects Rentlytics to contribute revenue of approximately $9 million during the full year ending December 31, 2019, representing growth of 35%.

About RealPage

RealPage is a leading global provider of software and data analytics to the real estate industry. Clients use its platform to improve operating performance and increase capital returns. Founded in 1998 and headquartered in Richardson, Texas, RealPage currently serves over 12,400 clients worldwide from offices in North America, Europe and Asia. For more information about RealPage, please visit www.realpage.com.

About Rentlytics

Rentlytics is a leading provider of Software-as-a-Service (SaaS) data analytics platforms to the multifamily real estate industry. Headquartered in San Francisco, Rentlytics was founded in 2013 to solve the core analytical challenge of modern multifamily businesses today: bringing all of the data important to their portfolios into one place, making it easy to analyze and take action. Today, Rentlytics helps many of the world's largest multifamily real estate investors and managers leverage data to drive better portfolio performance and grow returns. For more information about Rentlytics, please visit https://rentlytics.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements relating to the expected benefits of the Rentlytics acquisition, including statements regarding the ability of the combined companies to consolidate accounting and operating KPI’s from more sources, enhancing the ability of RealPage to improve the precision of benchmarking, yield optimization and precision forecasting tools, the potential benefits of the Rentlytics Renovation Manager product, the ability of RealPage to offer a more powerful, high precision tool to measure financial and operating performance, the ability to accelerate the development of a first-in-class analytics solution to clients, Rentlytics’ revenue projections and contribution to RealPage’s 2018 revenue and Adjusted EBITDA, and Rentlytics revenue and growth projections in 2019. 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. 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, could 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’s failure to integrate Rentlytics or other acquired businesses and any future acquisitions successfully or to achieve expected synergies; (f) the timing and success of new product introductions by RealPage or its competitors (including products acquired through Rentlytics or through other acquisitions); (g) changes in RealPage’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, including its Annual Report on Form 10-K filed with the SEC on March 1, 2018 and its Quarterly Report filed with the SEC on August 6, 2018. All information provided in this release is as of the date hereof and RealPage undertakes no duty to update this information except as required by law.

Contact:

Rhett Butler

RealPage Investor Relations

972-820-3773

RealPageMediaRelations@realpage.com