Pillsbury advised Tidal Partners as exclusive financial advisor to SoundThinking, Inc. (Nasdaq: SSTI), a leading public safety technology company, in its entry into a definitive merger agreement to be acquired by Transom Capital Group, an operationally focused middle-market private equity firm.

Under the terms of the agreement, Transom will acquire SoundThinking through a tender offer to acquire all outstanding shares of SoundThinking’s common stock for $8.00 per share in cash, plus one non-transferable contingent value right (CVR), which entitles each holder to receive up to an additional $3.00 per share in cash, payable upon achievement of certain revenue milestones. The implied enterprise value of SoundThinking based solely on the upfront cash consideration is approximately $114 million, and the total enterprise value with payment of the maximum CVR payment is approximately $159 million.

If the tender offer is successfully completed, Transom will acquire all remaining shares of SoundThinking not tendered in the offer through a second step merger for the same consideration as is paid in the tender offer. The transaction has been unanimously approved by the SoundThinking Board and is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

Click here to learn more about the transaction.

The Pillsbury deal team was led by Corporate partner Adam Rachlis and included counsel Jack Welch and senior law clerk Claudia Hanover.