Loftware - Seagull Software

WA-40044

Loftware Inc. (**Loftware**) proposes to acquire Sigma Guarantor LLC (**Seagull Parent**) and its subsidiaries (together, **Seagull**), via a series of intermediary transactions set out in the Purchase Agreement (the **Acquisition**). As part of the Acquisition, investment funds managed by Accel KKR (**AKKR**) and Riverside Healthcare Partners (**Riverside**) will contribute equity to fund the Acquisition, in exchange for further interests in a Loftware parent entity. Loftware is majority owned and jointly controlled by AKKR and Riverside Funds, and will continue to be post-acquisition. Seagull is majority-owned and controlled by funds managed by Peak Rock Capital (**Peak Rock**). Seagull develops and supplies software used to design, manage and automate labels, barcodes, Radio-Frequency Identification tags and related types of identification (labelling software) and tracking processes (track and trace software). Seagull's principal product is its BarTender platform. Its labelling software is primarily provided as an 'on-premises solution', supplied indirectly via distributors and is targeted at businesses with less complex requirements. Loftware also develops and supplies labelling software but does not supply track and trace services, including in Australia. Loftware's labelling software is primarily supplied as a cloud-based solution, which is targeted at larger companies with more complex requirements. AKKR is a technology-focused private equity investor with investments in a range of software and technology businesses. Through its portfolio companies, AKKR has interests in a range of differentiated businesses that supply software to business customers across a variety of industries. Riverside is a private equity investor that focuses on investments in founder-owned healthcare companies in the lower middle market.