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)

December 18, 2019

______________________

RealPage, Inc.

(Exact name of registrant as specified in its charter)

____________________________

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

2201 Lakeside Boulevard			75082-4305
Richardson	,	Texas
(Address of principal executive offices)			(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	RP	The NASDAQ Stock Market LLC

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 ☐

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.

☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 18, 2019 (the “Effective Date”), RealPage, Inc., a Delaware corporation (“RealPage”), completed its previously announced acquisition of Buildium LLC, a Delaware limited liability company (“Buildium”), pursuant to the Agreement and Plan of Merger And Stock Purchase Agreement, dated November 6, 2019 (the “Merger Agreement”), by and among RealPage, Buildium, RP Newco XXIX LLC, a Delaware limited liability company and wholly owned subsidiary of RealPage (“Merger Sub”), Sumeru Equity Partners Fund L.P. (“SEP”), a Delaware limited partnership, K1 Private Investors, L.P., a Delaware limited partnership (“K1 PI”), K1 Private Investors (A), L.P., a Delaware limited partnership “K1 PI(A)” and together with K1 PI, “K1”), and SEP, solely in its capacity as the Securityholders’ Agent.

Pursuant to the terms of the Merger Agreement, on the Effective Date, Merger Sub merged with and into Buildium (the “Merger”), and Buildium and Merger Sub caused to be accepted by the Delaware Secretary of State a certificate of merger (the time of such acceptance, the “Effective Time”), with Buildium surviving the Merger as a wholly owned subsidiary of RealPage (the “Surviving Company”). Immediately prior to the Merger, RealPage purchased all of the outstanding shares of capital stock of each of SEPBI, Inc., a Delaware corporation and wholly owned subsidiary of SEP (“SEP Blocker”), and K1 Buildium Holdings, Inc., a Delaware corporation and wholly owned subsidiary of K1 (“K1 Blocker,” together with SEP Blocker, the “Blockers”). Each Blocker held common units, no par value (“Common Units”), or incentive units, no par value (“Incentive Units”), of Buildium immediately prior to the Merger. The unitholders of Buildium collectively received approximately $580.0 million in cash, subject to a working capital adjustment, certain transaction expenses 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, among other adjustments (such amount after giving effect to such adjustments, the “Merger Consideration”).

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to 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 December 18, 2019, RealPage issued a press release announcing closing of the transaction described in Item 2.01. 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.

(a)    Financial Statements of 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 December 18, 2019, the date that this Current Report on Form 8-K was required to be filed.

(d)    Exhibits.

Exhibit No.	Description
99.1	RealPage, Inc. Press Release dated December 18, 2019

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/ Stephen T. Winn
		Stephen T. Winn
		Chief Executive Officer, President and Chairman
Date: December 18, 2019

EX-99.1

Exhibit 99.1

RealPage Closes Acquisition of Buildium

RICHARDSON, Texas (December 18, 2019) - RealPage, Inc. (NASDAQ:RP), a leading global provider of software and data analytics to the real estate industry, today announced that it has closed its acquisition of Buildium (www.Buildium.com), a leading SaaS real estate property management solution provider with approximately 2 million units under management in the SMB market segment.

Steve Winn, CEO and Chairman of RealPage

“The SMB market segment represents a tremendous growth opportunity for RealPage. This is an area where technology is underutilized, and currently served by myriad point products. Buildium in concert with RealPage enables us to reach deeper into that 50 million-unit market, with a best-in-class platform backed by data science.”

Chris Litster, CEO, Buildium

"Our team is thrilled to immediately hit the ground running, with particular emphasis on quickly integrating RealPage capabilities into the Buildium platform and rapidly expanding the value that we offer to our customers. We are also excited to execute on our shared vision of investing in Buildium’s operations and leveraging Boston-area talent to help us scale an enhanced SMB platform across the real estate industry."

About RealPage, Inc.

RealPage provides a technology platform that enables real estate owners and managers to change how people experience and use rental space. Clients use the platform to gain transparency in asset performance, leverage data insights and monetize space to create incremental yields. Founded in 1998 and headquartered in Richardson, Texas, RealPage currently serves over 18 million units worldwide from offices in North America, Europe and Asia. For more information about RealPage, please visit https://www.RealPage.com/.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking” statements relating to the growth opportunity to RealPage in the SMB market segment, the ability of Buildium in concert with RealPage to reach deeper into that market, the ability to quickly integrate RealPage capabilities into the Buildium platform and rapidly expand the value offered to customers, and the integration of new talent to help .scale an enhanced SMB platform across the real estate industry. 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. These 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 client cancellations; (d) the inability to increase sales to existing clients and to attract new clients; (e) RealPage’s failure to integrate recent or future acquired businesses successfully or to achieve expected synergies including the transaction with Buildium; (f) the timing and success of new product introductions by RealPage or its competitors; (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; (j) changes in RealPage’s estimates with respect to its long-term corporate tax rate or any other impact from the Tax Cuts and Jobs Act; and (k) 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 previously filed with the SEC on February 27, 2019 (as amended on November 5, 2019) and Form 10-Q filed on November 8, 2019. 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:

Investor Relations

Rhett Butler

972-820-3773

rhett.butler@realpage.com

XML

Cover Page Document	Dec. 18, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 18, 2019
Entity Registrant Name	RealPage, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34846
Entity Tax Identification Number	75-2788861
Entity Address, Address Line One	2201 Lakeside Boulevard
Entity Address, City or Town	Richardson
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75082-4305
City Area Code	972
Local Phone Number	820-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	RP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001286225
Amendment Flag	false