Pros Completes Acquisition and Exits Public Markets

The acquisition of Pros Holdings, Inc. by the private equity firm Thoma Bravo has been formally concluded, marking the company's transition into private ownership. The definitive step was the filing of a Form 15 with the U.S. Securities and Exchange Commission (SEC), which terminates the company's public reporting obligations.

Shareholders have received $23.25 in cash for each share they held, pursuant to the terms of the buyout. Concurrently, the company's stock has been delisted from the New York Stock Exchange (NYSE).

Key Transaction Details
* Closing Date: December 9, 2025
* Enterprise Value: Approximately $1.4 billion
* Deal Structure: All-cash transaction
* Shareholder Payout: $23.25 per share

By submitting Form 15 to the SEC, Pros has effectively ended its registration under the Securities Exchange Act of 1934. This action relieves the company of the requirement to file periodic reports, such as quarterly (10-Q) and annual (10-K) statements, through the SEC's EDGAR system. The filing finalizes the deregistration of its common stock.

Corporate Restructure and Future Integration

The takeover has initiated a significant corporate reorganization. Pros will be split into two distinct operational units. Its business-to-business (B2B) segment is slated for a merger with Conga, another portfolio company owned by Thoma Bravo. This integration is scheduled for completion in the first quarter of 2026.

Should investors sell immediately? Or is it worth buying Pros?

Separately, the company's travel-related operations have been repositioned as an independent platform with its own dedicated management team. This move dissolves the previous corporate structure in favor of creating focused, specialized SaaS platforms.

Settlement of Convertible Notes

The acquisition has also led to changes in the treatment of Pros's outstanding debt instruments. The convertible Senior Notes due in 2027 and 2030 can no longer be converted into company stock. The terms have been modified to stipulate a cash-only settlement upon conversion.

The new conversion calculation is now pegged to the fixed merger consideration of $23.25 per share, rather than being linked to fluctuating market prices. This adjustment ensures a definitive cash settlement for all equity-linked obligations.

Conclusion of the Public Chapter

With the distribution of funds to shareholders, the delisting from the NYSE, and the Form 15 filing, Pros has officially departed the public equity markets. The forthcoming merger of its B2B operations with Conga in Q1 2026 represents the next phase of its strategy, while the conversion of its notes to a cash settlement provides a clean resolution to its former equity-based debts.