Shareholders and related parties before the 2021 sale

analysisRealPage's initial public offering prospectus, filed in August 2010, offered 12,300,000 shares at $11.00: 6,000,000 sold by the company and 6,300,000 by selling stockholders, with an underwriters' option over 1,845,000 more. The shares were approved for listing on the NASDAQ Global Select Market under the symbol RP, and Stephen T. Winn, the chief executive and chairman, and entities Winn beneficially owned were expected to hold about 46.0% afterwards. At July 15, 2010 the principal holders were Winn and Winn's affiliated entities (30,339,962 shares, 53.4%), funds affiliated with Apax Excelsior VI, L.P. (26.3%), funds affiliated with Advance Capital Partners, L.P. (6.8%) and funds affiliated with Camden Partners Strategic Fund III, L.P. (4.7%); all executive officers and directors as a group held 92.1%. Holders of about 96.5% of the capital stock were parties to a 2010 shareholders agreement on how they would vote on the board's composition, which was to end with the offering. ¹

analysisBefore the offering RealPage paid accrued dividends on its convertible preferred stock in shares and promissory notes or cash. On December 31, 2008 it issued 8,147,441 common shares and $11,064,391.53 of notes, including 3,859,197 shares and $4,631,043.20 of notes to Winn and Winn's affiliated entities, 3,037,167 shares and $4,345,977.78 of notes to the Apax funds, 854,202 shares and $1,025,047.60 to the Advance Capital funds and 347,081 shares and $969,070.74 to the Camden funds; further dividends followed on December 31, 2009 and April 23, 2010, and the notes were expected to be repaid when the offering was completed. ¹

analysisThe Apax holding consisted of 12,761,251 shares held by Apax Excelsior VI, L.P. and smaller holdings of three parallel funds; Apax Managers, Inc. was the general partner of the funds' general partner, and its sole director, John F. Megrue, might be deemed to have voting and dispositive power over the shares, while disclaiming beneficial ownership beyond Megrue's pecuniary interest. Director Jason A. Wright, on the board since December 2003, was a partner in the Tech & Telecom Group at Apax Partners LLC. Director Jeffrey T. Leeds and Robert A. Bernstein were the members of Advance Capital Management, at the top of the general-partner chain of the Advance Capital funds, and might be deemed to have sole voting and dispositive power over their shares. The two Camden Partners funds, holding 2,677,025 shares, had a general partner managed by an entity whose managing members included director Richard M. Berkeley, so that Berkeley might be deemed to have voting and dispositive power over them; the prospectus states that these funds are not affiliated with Camden Property Trust. ¹

analysisThe prospectus attributes Winn's pre-offering holding to Seren Capital, Ltd. (22,728,665 shares), Seren Catalyst, L.P. (125,000), the Stephen T. Winn 1996 Family LPA (615,625), Winn personally (5,370,672) and the Melinda G. Winn 2010 QTIP Trust (1,500,000), of which Melinda G. Winn and Stephen T. Winn were trustees. Winn was sole manager and president of Seren Capital Management, L.L.C., general partner of the two Seren partnerships, and general partner of the 1996 family partnership. On a Schedule 13G signed in February 2013 Winn reported 26,686,246 shares (35.2% at December 31, 2012), including 26.8% held by Seren Capital; the 2014 proxy statement attributed 33.09% to Winn at April 7, 2014, and a February 2015 amendment reported 32.7%, with Seren Capital holding 25.4%. ^{1 2 3 4}

analysisBy April 15, 2021, the week before the take-private closed, Winn and Winn's entities held 9,915,225 shares (9.7%), of which 5,804,587 were held by Seren Capital, Ltd. and 3,000,000 by Seren Capital II, Ltd., both with general partners managed by Winn. The only other 5% holder was The Vanguard Group (8,273,839 shares, 8.1%), which had reported 7,312,160 shares on a Schedule 13G/A filed in February 2020; directors and executive officers as a group held 10.7%. ^{5 6}

analysisThe 2010 prospectus disclosed that RealPage reimbursed Seren Capital, Ltd., the significant stockholder controlled by Winn, about $87,000, $34,000 and $44,000 in 2007, 2008 and 2009 for the use of an airplane it owned, and that it employed Winn's son Chris Winn, who received about $133,000 in cash compensation in 2009 and stock options. The 2014 proxy statement adds that Christopher Winn was employed from October 2006 until August 2012 and then engaged as a consultant on prospective acquisitions, with 2013 compensation of about $189,839, mostly from exercising options and vested restricted stock. ^{1 2}

analysisOn May 1, 2019 RealPage entered into a preferred provider and strategic marketing agreement and a RealPage One Master Agreement with Winn Family Office, LLC, owned and controlled by Winn, under which the family office would recommend RealPage to managers of real estate developments in which it held an interest; RealPage received $218,811 in fees under them in 2020 and stated that the terms, including pricing, reflected those it offered or would offer to unrelated third parties. The related-party section of the amended 2020 annual report, besides compensation arrangements and these agreements, lists only the employment since May 2011 of the sister-in-law of president Ashley Glover as a non-executive employee paid more than $120,000 a year, which RealPage said was agreed directly with the employee on market terms and not because of the relationship with Glover. ³

analysisDirectors' holdings also ran through trusts: the 2014 proxy statement attributes to Alfred R. Berkeley, III shares held directly, shares held jointly with Berkeley's spouse and 42,500 shares held by the 2009 Berkeley Family Resource Trust, whose trustees were that spouse and Berkeley's brother, director Richard M. Berkeley; and the merger proxy attributes to Jeffrey T. Leeds 183,135 shares held by the Leeds 2020 RealPage Annuity Trust, of which Leeds was the sole beneficiary and Leeds's spouse the trustee. ^{2 4}