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Thoma Bravo-Backed Take-Private Deal Sends PROS Shares Up 40%

NYSE

PRO

September 22, 2025 | 1:21pm
PROS HOLDINGS INC
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❇️ ATTN Trigger: Stock is Soaring in price.
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As of September 22, 2025 1:21pm

Introduction

PROS HOLDINGS INC (NYSE: PRO) is a Houston-based provider of AI-driven software solutions for pricing optimization, configure-price-quote (CPQ), and revenue management. Since its IPO in June 2007, PROS has expanded globally, serving airlines, manufacturing, distribution, and services firms with real-time analytics, dynamic pricing, and automation tools.

Corporate Structure and Presence

Headquartered in Houston, Texas, PROS operates offices in Skokie (Illinois), London (UK), Toulouse and Nice (France), Paris (France), Frankfurt (Germany), Sydney (Australia), and Sofia (Bulgaria). According to its LinkedIn profile, the company employs between 1,001 and 5,000 staff worldwide. Jeff Cotten was appointed president and chief executive officer effective June 2, 2025, succeeding Andres Reiner, who transitioned to a senior advisory role.

PROS Holdings

PROS Holdings by Austin Distel

Developments and News

On August 14, 2025, Alyeska Investment Group, L.P. reported a 6.91 percent stake (3,304,844 shares) in PROS as of June 30, 2025.
On September 22, 2025, PROS filed a definitive proxy (DEFA14A) and related Form 8-K to announce a definitive merger agreement under which Portofino Parent, LLC (affiliated with Thoma Bravo funds) will acquire all outstanding shares at $23.25 per share in a $1.4 billion cash transaction. The agreement is subject to shareholder and regulatory approvals and outlines risks including potential delays to the merger's completion, the need for governmental clearances, operational impacts, management distractions, and challenges in retaining personnel.

Financial and Strategic Analysis

MetricValue
Share price (09/22/2025)$22.99 (+40.10%)
Volume139,380
Market capitalization$789.43 million
Enterprise value$954.44 million
Revenue (TTM)$342.71 million
Net income (TTM)– $7.18 million
Profit margin– 2.09 percent
Price/Sales (TTM)2.37
Cash on hand (MRQ)$178.96 million
Levered free cash flow (TTM)$32.96 million

Shares rose by 40.10 percent on September 22, reflecting the announced $23.25 takeover price. The acquisition premium over the prior close of $16.39 (as of September 19, 2025) indicates investor interest in growth initiatives supported by private equity. Under private ownership, management anticipates increased flexibility to invest in platform enhancements and customer-focused innovations.

Market Position and Industry Context

The PROS Platform integrates AI-powered price optimization, real-time analytics, and automation to manage complex sales scenarios across multiple channels. Key modules include Price Optimizer, Deal Optimizer, Sales Optimizer, and Cameleon CPQ. PROS serves customers such as Airgas, Etihad Airways, Adobe, BASF, Hewlett Packard Enterprise, Siemens, Lufthansa Group, United Airlines, Nestlé Brazil, Hertz, Air China, Smith Drug, and TE Connectivity. Industry peers include other SaaS providers in pricing and revenue management, with competition focused on AI accuracy, ease of integration, and global support.

tl;dr

On September 22, 2025, PROS agreed to a $1.4 billion take-private deal at $23.25 per share with Thoma Bravo–affiliated Portofino Parent, resulting in a 40.10 percent share price increase. The transaction is pending shareholder and regulatory approvals and positions the company for investment in its AI-driven pricing and CPQ platform.

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