INTRODUCTION
This Amendment No. 4 (this “Final Amendment”) to the Transaction Statement on Schedule
13E-3 (as amended, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) PowerSchool Holdings, Inc., a Delaware corporation (“PowerSchool”
or the “Company”) and the issuer of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction;
(2) Vista Equity Partners Fund VI, L.P., a Cayman Islands exempted limited partnership (“VEPF VI”); (3) Vista Equity Partners Fund VI-A, L.P., a Cayman Islands exempted limited partnership
(“VEPF VI-A”); (4) VEPF VI FAF, L.P., a Cayman Islands exempted limited partnership (“VEPF FAF”); (5) Severin Topco, LLC, a Delaware limited liability company (“Severin Topco”);
(6) VEP Group, LLC, a Delaware limited liability company; (7) Robert F. Smith; (8) Pinnacle Holdings I L.P., a Delaware limited partnership (“Pinnacle Holdings”); (9) Onex Partners IV Select LP, a Cayman Islands exempted limited
partnership (“Onex Partners IV Select”); (10) Onex US Principals LP, a Delaware limited partnership (“Onex US Principals”); (11) Onex Partners IV LP, a Cayman Islands exempted limited partnership (“Onex Partners IV”);
(12) Onex Partners IV GP LP, a Cayman Islands exempted limited partnership (“Onex Partners IV GP”); (13) Onex Partners IV PV LP, a Delaware limited partnership (“Onex Partners IV PV”); (14) Onex Powerschool LP, a Delaware limited
partnership (“Onex Powerschool”); (15) OPH B LP; (16) Onex Partners Canadian GP Inc., a corporation organized under the laws of the Province of Ontario; (17) Onex American Holdings GP LLC, a Delaware limited liability company;
(18) Onex Private Equity Holdings LLC, a Delaware limited liability company; (19) Onex Partners IV GP Ltd., a Cayman Islands exempted limited partnership; (20) Onex Partners IV GP LLC, a Delaware limited liability company;
(21) Onex Corporation, a corporation organized under the laws of the Province of Ontario; (22) Gerald W. Schwartz; (23) Bain Capital Investors, LLC, a Delaware limited liability company; (24) Bain Capital XIII General Partner,
LLC, a Delaware limited liability company; (25) Bain Capital Fund XIII, L.P., a Delaware limited partnership; (26) BCPE Polymath Topco GP, LLC, a Delaware limited liability company; (27) BCPE Polymath Topco, LP, a Delaware limited
partnership (“BCPE Topco”); (28) BCPE Polymath Parent, LLC, a Delaware limited liability company; (29) BCPE Polymath Intermediate, LLC, a Delaware limited liability company; and (30) BCPE Polymath Buyer, Inc., a Delaware
corporation (“Parent”).
The Transaction Statement, including this Final Amendment, relates to the Agreement and Plan of Merger,
dated June 6, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, BCPE Polymath Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of Parent (“Merger Sub”) and PowerSchool. Pursuant to the Merger Agreement, on October 1, 2024, Merger Sub merged with and into PowerSchool, with PowerSchool continuing as the surviving corporation (the
“Surviving Corporation”) and as a subsidiary of Parent (the “Merger”). As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a filing person.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the
results of the Merger and to reflect certain updates as detailed below. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment. All
information set forth in this Final Amendment should be read together with the information contained in or incorporated by reference into the Transaction Statement.
While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Final Amendment and the Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person,
that, prior to the Merger, the Company was “controlled” by any of the Filing Persons and/or their respective affiliates.
On
September 4, 2024, the Company filed a definitive information statement (the “Information Statement”) under Section 14(c) of the Exchange Act relating to the Merger Agreement and transactions contemplated thereby, including the
Merger, and the accompanying Amendment No. 3 to the Transaction Statement on Schedule 13E-3. The Information Statement is attached hereto as Exhibit (a)(i). A copy of the Merger Agreement is attached to
the Information Statement as Annex A. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Information Statement.