Term Sheet

The latest on private equity, M&A, deals and movements — from Wall Street to Silicon Valley

Insider trading before Deltek deal?

August 27, 2012: 2:34 PM ET

Is there something rotten in Deltek?

FORTUNE -- Deltek Inc. (PROJ) today agreed to be acquired by private equity firm Thoma Bravo for $1.1 billion, or $13 per share.

Here is how the company, which provides software solutions for government contractors, described the pricing:

The $13 per share offer price represents a 7% discount to Deltek's stock price on August 24, 2012 and a 24% premium over Deltek's stock price on June 11, 2012 – the day before Deltek broadly disseminated information on the sales process to interested parties and their respective advisors on a confidential basis.

Maybe I'm just a bit punchy, but it seems that Deltek may be signaling that there was some illegal trading of its shares by those with knowledge of the sale process.

Take a look again at Deltek's statement regarding the 24% premium. It's not timed to when the company publicly announced that it was seeking buyers (it never made such a statement), nor to when the first media reports surfaced that it was on the block (July 18 in the Wall Street Journal). Instead, it's timed when when Deltek "broadly disseminated information on the sales process to interested parties and their respective advisors on a confidential basis."

Between that "confidential" dissemination and the WSJ story, Deltek's stock price rose 17.45% from $10.49 per share to $12.32 per share. The company did not report earnings during that period, nor did it make any other significant announcements. The Nasdaq climbed by less than 4%:

In fact, it seems the only thing that explains Deltek's rise during that five-week stretch is the fact that numerous bankers, lawyers and private equity firms became aware that Deltek was in play.

Now it's certainly possible that the price bump was a total coincidence, divorced of the "confidential" sale process. But if you slide down Occam's razor, you end up at the SEC's enforcement unit.

Deltek has not yet responded to a request for comment, while a Thoma Bravo spokesman said the firm will not discuss the deal until it closes.

Sign up for Dan's daily email newsletter on deals and deal-makers: GetTermSheet.com

Join the Conversation
About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

Email a Tip | @danprimack | RSS
Current Issue
  • Give the gift of Fortune
  • Get the Fortune app
  • Subscribe
Powered by WordPress.com VIP.