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By Brenon Daly

After more than two decades as a public company, Quest Software (NASDAQ:QSFT) said Friday that it was planning to go private in a $2bn management buyout (MBO) with participation from Insight Venture Partners. The deal isn’t unexpected, as the old-line software vendor has a financial profile that (arguably) is more at home in a private equity (PE) portfolio than on the Nasdaq: a company that grows at a modest 10% clip (led by its services business), does a handful of acquisitions every year, and is headed by a CEO who owns about one-third of the equity.

Under terms, the MBO group will offer $23 for each of the remaining shares not currently held by chief executive Vinny Smith. (As is standard in these transactions, Smith will roll over his equity into the newly owned entity once the deal closes.) Quest has about 90 million shares outstanding, so the equity value of the proposed transaction is roughly $2bn. On a net basis, the company carries about $200m in cash, giving Quest an enterprise value of roughly $1.8bn.

That means the MBO group is offering 2.1 times Quest’s 2011 revenue of $857m and 1.9x its forecasted revenue of about $940m in 2012. Or looked at from a financial buyers’ vantage point: Quest is being valued at 3.5x trailing services revenue. (The proposed buyout would be the largest purchase of a software company by a PE firm since the equity markets melted down and credit markets tightened up last August.)

Wall Street has already indicated that the offer, representing a 19% premium, isn’t rich enough. (The stock was trading through the bid on Friday afternoon, changing hands at nearly a dollar higher.) Last summer, even without the takeout premium, shares traded above the price the MBO group is offering. Perhaps anticipating that, the MBO has a 60-day ‘go-shop’ period where Quest and its advisers can actively canvass the market for a higher offer. If they secure a superior bid in that two-month window, Quest would be on the hook for a 2% breakup fee, compared with a 3% fee after that time.

Source: Who'll Shop In Quest's Window?