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How Thoma Bravo made $600 million in 3 months

December 3, 2013: 11:27 AM ET

Digital_Insight_LogoIn August, Thoma Bravo bought Digital Insight for around $1 billion. Yesterday, it agreed to sell it for $1.65 billion.

FORTUNE -- NCR Corp. yesterday announced agreed to acquire Digital Insight Corp., a Silicon Valley provider of online and mobile banking solutions, from private equity firm Thoma Bravo for $1.65 billion. Yes, the same Digital Insight that Thoma Bravo acquired a scant three months ago from Intuit for $1.065 billion (including more than $400 million in equity).

So what happened? Why is NCR (NCR) paying $1.65 billion to buy Digital Insight from private equity in November, rather than bidding $1.1 billion or so back during the summer auction? And was this Thoma Bravo's plan all along, despite its original promise to "build the business organically and through strategic acquisitions?"

Sources familiar with the situation tell Fortune that this quick flip may actually have more to do with Intuit (INTU) than with either Thoma Bravo or NCR.

Specifically, Intuit was intent on selling Digital Insight at warp speed – including a 30-day final close (which ultimately caused Thoma Bravo to fund the acquisition via bridge loans, before later lining up more traditional financing). That basically knocked out strategic bidders like NCR, which typically need much longer lead times than does private equity (several PE firms submitted bids).

But NCR did not plan on giving up so easily. It reached out to Thoma Bravo after the original deal was announced on July 1 (the close was announced on August 1), and formally began acquisition talks by early October.

For NCR, the idea was about fundamentally changing its largest line of business, financial services, by permanently making it multi-channel. Thoma Bravo had been sincere in its original comments on growth plans for Digital Insight, but ultimately could not turn down such a sizable return in such a short amount of time.

Neither NCR nor Thoma Bravo accepted interview requests, in part because the deal has not yet closed.

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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.

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