Case 1:21-cv-00206-UNA Document 1 Filed 02/16/21 Page 1 of 16 PageID #: 1
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`JAMES PARSHALL,
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`Plaintiff,
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`v.
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`REALPAGE, INC., STEPHEN T. WINN,
`ALFRED R. BERKELEY, III, PETER
`GYENES, SCOTT S. INGRAHAM, DANA
`JONES, CHARLES F. KANE, JEFFREY T.
`LEEDS, and JASON A. WRIGHT,
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`Defendants.
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`UNITED STATES DISTRICT COURT
`DISTRICT OF DELAWARE
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`Case No._______________
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`COMPLAINT FOR VIOLATIONS OF
`THE FEDERAL SECURITIES LAWS
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`JURY TRIAL DEMANDED
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`Plaintiff James Parshall (“Plaintiff”), by and through his undersigned counsel, for his
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`complaint against defendants, alleges upon personal knowledge with respect to himself, and upon
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`information and belief based upon, inter alia, the investigation of counsel as to all other allegations
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`herein, as follows:
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`NATURE AND SUMMARY OF THE ACTION
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`1.
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`This is an action brought by Plaintiff against RealPage, Inc. (“RealPage” or the
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`“Company”) and the members of its Board of Directors (the “Board” or the “Individual
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`Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of
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`1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange
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`Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, and to enjoin the vote on a proposed
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`transaction, pursuant to which RealPage will be acquired by funds affiliated with Thoma Bravo,
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`L.P. (“Thoma Bravo”) (the “Proposed Transaction”).
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`2.
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`On December 21, 2020, RealPage issued a press release announcing that it had
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`entered into an Agreement and Plan of Merger dated December 20, 2020 (the “Merger
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`Agreement”) to sell RealPage to Thoma Bravo. Under the terms of the Merger Agreement, each
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`RealPage stockholder will receive $88.75 in cash for each share of RealPage common stock they
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`own (the “Merger Consideration”).
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`3.
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`On February 5, 2021, RealPage filed a Schedule 14A Definitive Proxy Statement
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`(the “Proxy Statement”) with the SEC. The Proxy Statement, which recommends that RealPage
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`stockholders vote in favor of the Proposed Transaction, omits or misrepresents material
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`information concerning, among other things: (i) the Company’s financial projections and the data
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`and inputs underlying the financial valuation analyses that support the fairness opinion provided
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`by the Company’s financial advisor, BofA Securities, Inc. (“BofA”); (ii) the potential conflicts of
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`interest faced by the Company’s insiders; and (iii) the background of the Proposed Transaction.
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`Defendants authorized the issuance of the false and misleading Proxy Statement in violation of
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`Sections 14(a) and 20(a) of the Exchange Act.
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`4.
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`In short, unless remedied, RealPage’s public stockholders will be irreparably
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`harmed because the Proxy Statement’s material misrepresentations and omissions prevent them
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`from making a sufficiently informed voting or appraisal decision on the Proposed Transaction.
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`Plaintiff seeks to enjoin the stockholder vote on the Proposed Transaction unless and until such
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`Exchange Act violations are cured.
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`JURISDICTION AND VENUE
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`5.
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`This Court has jurisdiction over the claims asserted herein for violations of Sections
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`14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder pursuant to
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`Section 27 of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1331 (federal question
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`jurisdiction).
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`6.
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`This Court has jurisdiction over the defendants because each defendant is either a
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`corporation that conducts business in and maintains operations within this District, or is an
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`individual with sufficient minimum contacts with this District so as to make the exercise of
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`jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.
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`7.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391 because defendants
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`are found or are inhabitants or transact business in this District.
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`THE PARTIES
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`8.
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`Plaintiff is, and has been at all times relevant hereto, a continuous stockholder of
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`RealPage.
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`9.
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`Defendant RealPage is a Delaware corporation with its principal executive offices
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`located at 2201 Lakeside Blvd., Richardson, Texas 75082. RealPage provides a technology
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`platform that enables real estate owners and managers to change how people experience and use
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`rental space. Clients use the platform to gain transparency in asset performance, leverage data
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`insights and monetize space to create incremental yields. RealPage’s common stock trades on the
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`NASDAQ Global Select Market under the ticker symbol “RP.”
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`10.
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`Defendant Stephen T. Winn (“Winn”) has been the Company’s Chief Executive
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`Officer and a director since November 1998 and Chairman of the Board and President since August
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`2012.
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`11.
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`Defendant Alfred R. Berkeley, III (“Berkeley”) has been a director of the Company
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`since December 2003.
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`12.
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`Defendant Peter Gyenes (“Gyenes”) has been a director of the Company since
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`January 2010.
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`13.
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`Defendant Scott S. Ingraham (“Ingraham”) has been a director of the Company
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`since February 2012.
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`14.
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`Defendant Dana Jones (“Jones”) has been a director of the Company since 2019.
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`2012.
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`15.
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`Defendant Charles F. Kane (“Kane”) has been a director of the Company since June
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`16.
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`Defendant Jeffrey T. Leeds (“Leeds”) has been a director of the Company since
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`December 1999.
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`17.
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`Defendant Jason A. Wright (“Wright”) has been a director of the Company since
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`December 2003.
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`18.
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`Defendants identified in paragraphs 10-17 are referred to herein as the “Board” or
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`the “Individual Defendants.”
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`OTHER RELEVANT ENTITIES
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`19.
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`Thoma Bravo is a leading private equity firm focused on the software and
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`technology-enabled services sectors. With more than $73 billion in assets under management as
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`of September 30, 2020, Thoma Bravo partners with a company’s management team to implement
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`operating best practices, invest in growth initiatives and make accretive acquisitions intended to
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`accelerate revenue and earnings, with the goal of increasing the value of the business. The firm
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`has offices in San Francisco and Chicago.
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`SUBSTANTIVE ALLEGATIONS
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`Background of the Company
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`20.
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`RealPage is a leading global provider of software and data analytics to the real
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`estate industry. Its platform of data analytics and software solutions enables the rental real estate
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`industry to manage property operations (such as marketing, pricing, screening, leasing, and
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`accounting), identify opportunities through market intelligence, and obtain data-driven insight for
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`better operational and financial decision-making. The Company’s integrated, on demand platform
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`provides a single point of access and a massive repository of real-time lease transaction data,
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`including prospect, renter, and property data. By leveraging data as well as integrating and
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`streamlining a wide range of complex processes and interactions among the rental real estate
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`ecosystem (owners, managers, prospects, renters, service providers, and investors), RealPage’s
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`platform helps its clients improve financial and operational performance and prudently place and
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`harvest capital.
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`21.
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`RealPage sell its solutions through its direct sales organization. The Company’s
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`total revenues were approximately $988.1 million, $869.5 million, and $671.0 million for the years
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`ended December 31, 2019, 2018, and 2017, respectively. In the same periods, the Company had
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`operating income of approximately $92.4 million, $66.1 million, and $30.0 million, respectively,
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`and net income of approximately $58.2 million, $34.7 million, and $0.4 million, respectively.
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`On November 5, 2020, the Company announced its third quarter 2020 financial
`22.
`results. For the quarter, the Company reported: (i) GAAP total revenue of $298.1 million, an
`increase of 17% year-over-year; (ii) net income of $16.3 million, or $0.16 in net income per diluted
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`share, a year-over-year increase of 40% and 33%, respectively; (iii) Adjusted EBITDA of $86.2
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`million, an increase of 19% year-over-year; and (iv) non-GAAP net income of $52.2 million, or
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`$0.52 in non-GAAP net income per diluted share, a year-over-year increase of 22% and 16%,
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`respectively. Commenting on the financial results, defendant Winn stated:
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`In the third quarter, we continued to exceed expectations and delivered the strongest
`quarter in RealPage history. We believe our continued performance underscores the
`strength of our model and the importance of the solutions we are providing to
`customers. We achieved this performance despite significant uncertainty in many
`sectors of the economy – further evidence that technology transformation remains
`a top priority for owners and operators throughout the country.
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`23.
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`The Company’s Chief Financial Officer and Treasurer, Brian Shelton, also touted
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`the Company’s strong results and positive future outlook, stating:
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`During the third quarter, we sharpened our focus on disciplined investment while
`proactively helping our customers respond to a historic transition to a work-from-
`home model. More than ever, RealPage customers recognize the need for digital
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`transformation to meet these challenges. As a result, we are raising the mid-point
`of our full-year revenue outlook by $11 million and our Adjusted EBITDA margin
`guidance by 100 basis points. As we prepare for 2021, we will continue to focus on
`top-line growth and operating discipline, both of which will position us for
`sustained success.
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`The Proposed Transaction
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`24.
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`On December 20, 2020, RealPage issued a press release announcing the Proposed
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`Transaction. The press release states, in relevant part:
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`RICHARDSON, Texas & SAN FRANCISCO-- RealPage, Inc. (NASDAQ: RP), a
`leading global provider of software and data analytics to the real estate industry,
`today announced it has entered into a definitive agreement to be acquired by Thoma
`Bravo, a leading private equity investment firm focused on the software and
`technology-enabled services sector, in an all-cash transaction that values RealPage
`at approximately $10.2 billion, including net debt.
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`Under the terms of the agreement, RealPage stockholders will receive $88.75 in
`cash per share of RealPage common stock upon closing of the transaction. The
`purchase price represents a premium of 30.8% over RealPage’s closing stock price
`of $67.83 on December 18, 2020, a premium of 36.5% over RealPage’s 30-day
`volume-weighted average share price through that date, and a premium of 27.8%
`over RealPage’s all-time high closing stock price of $69.47 on December 7, 2020.
`The RealPage Board of Directors has unanimously approved the agreement with
`Thoma Bravo and recommends that RealPage stockholders vote in favor of the
`transaction at the special meeting of RealPage stockholders to be called in
`connection with the transaction.
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`Upon completion of the transaction, RealPage expects to continue operating under
`the leadership of Chairman and CEO Steve Winn and the existing RealPage
`leadership team based in Richardson, Texas.
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`“We believe this transaction will provide immediate and substantial value to
`RealPage stockholders, reflecting the tremendous work that our employees have
`done to build this company. I am immensely proud of that work and also pleased
`that the transaction will provide us the opportunity to work with Thoma Bravo, a
`firm with tremendous software investment and operational capabilities. This will
`enhance our ability to focus on executing our long-term strategy and delivering
`even better products and services to our clients and partners,” commented Steve
`Winn, Chairman of the Board and Chief Executive Officer of RealPage.
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`“RealPage’s industry leading platform is critical to the real estate ecosystem and
`has tremendous potential going forward,” said Orlando Bravo, Founder and a
`Managing Partner of Thoma Bravo. “Our firm has a track record of acquiring
`cutting edge software providers to specialized industries and driving their
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`innovation and growth while remaining true to their core business and customers.
`Together, RealPage and Thoma Bravo can partner to grow the company’s market
`offerings and enhance its current capabilities to capitalize on the increasingly
`complex and expanding real estate market.”
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`“We are thrilled to partner with Steve and the RealPage team at this exciting
`milestone in the company’s journey,” said Scott Crabill, a Managing Partner at
`Thoma Bravo. “As technology transformation takes on increasing importance in
`the real estate industry, RealPage’s diverse and innovative portfolio of products and
`solutions puts the company in prime position to accelerate its market leadership.
`We look forward to applying Thoma Bravo’s operational and investment expertise
`in software to help drive RealPage’s continued growth and identify attractive M&A
`opportunities.”
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`Transaction Details
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`Closing of the transaction is subject to customary conditions, including approval by
`the holders of a majority of the outstanding shares of RealPage common stock,
`expiration or early termination of the applicable waiting period under the Hart-
`Scott-Rodino Antitrust Improvements Act of 1976, and receipt of other required
`regulatory approvals. A special meeting of RealPage stockholders will be held in
`early 2021, following the filing of a definitive proxy statement with the U.S.
`Securities and Exchange Commission. Mr. Winn and certain affiliated entities,
`which collectively own approximately 10% of the outstanding shares of RealPage
`common stock, have entered into a voting agreement with Thoma Bravo pursuant
`to which they have agreed, among other things, to vote their shares of RealPage
`common stock in favor of the merger, and against any competing transaction, so
`long as, among other things, the RealPage Board of Directors continues to
`recommend that RealPage stockholders vote in favor of the merger.
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`Consistent with the Board’s commitment to maximizing stockholder value, under
`the terms of the definitive merger agreement, RealPage’s Board of Directors and
`advisors may actively initiate, solicit and consider alternative acquisition proposals
`during a 45-day “go shop” period. RealPage has the right to terminate the merger
`agreement to accept a superior proposal during the go-shop period, subject to the
`terms and conditions of the merger agreement. There can be no assurances that this
`process will result in a superior proposal, and RealPage does not intend to disclose
`developments with respect to this solicitation process unless and until RealPage’s
`Board of Directors makes a determination requiring further disclosure.
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`The parties expect the transaction to close in the second quarter of 2021. Upon
`completion of the transaction, RealPage will become a privately held company, and
`its common stock will no longer be listed on the NASDAQ stock market..
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`Insiders’ Interests in the Proposed Transaction
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`25.
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`RealPage insiders are the primary beneficiaries of the Proposed Transaction, not
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`the Company’s public stockholders. The Board and the Company’s executive officers are
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`conflicted because they will have secured unique benefits for themselves from the Proposed
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`Transaction not available to Plaintiff and the public stockholders of RealPage.
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`26.
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`Notably, Company insiders stand to reap substantial financial benefits for securing
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`the deal with Thoma Bravo. Pursuant to the Merger Agreement, all outstanding options and
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`restricted stock awards will vest and convert into the right to receive cash payments. The Company
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`estimates that the aggregate value of unvested equity awards held by all non-employee directors
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`of RealPage that would vest assuming that the merger occurred on January 12, 2021 is
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`$614,416.25.
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`In addition, if they are terminated in connection with the Proposed Transaction,
`27.
`RealPage insiders stand to receive substantial cash severance payments in the form of golden
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`parachute compensation as set forth in the following table:
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`Named Executive Officer
`Stephen T. Winn
`Ashley C. Glover
`Brian Shelton
`David G. Monk
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`Golden Parachute Compensation
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`Equity
`Total ($)
`Awards ($)(2)
`Cash ($)(1)
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` $ 1,432,449 $ 27,837,059 $ 29,269,508
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` 993,088
` 4,248,108
` 5,241,196
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` 839,865
` 1,383,080
` 2,222,945
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` 789,865
` 4,098,919
` 4,888,784
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`The Proxy Statement Contains Material Misstatements or Omissions
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`28.
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`The defendants filed a materially incomplete and misleading Proxy Statement with
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`the SEC and disseminated it to RealPage’s stockholders. The Proxy Statement misrepresents or
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`omits material information that is necessary for the Company’s stockholders to make an informed
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`decision whether to vote in favor of the Proposed Transaction or seek appraisal.
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`29.
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`Specifically, as set forth below, the Proxy Statement fails to provide Company
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`stockholders with material information or provides them with materially misleading information
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`concerning, among other things: (i) the Company’s financial projections and the data and inputs
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`underlying the financial valuation analyses that support the fairness opinion provided by the
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`Company’s financial advisor, BofA; (ii) the potential conflicts of interest faced by the Company’s
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`insiders; and (iii) the background of the Proposed Transaction. Accordingly, RealPage
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`stockholders are being asked to vote for the Proposed Transaction without all material information
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`at their disposal.
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`Material Omissions Concerning RealPage’s Financial Projections and BofA’s Financial
`Analyses
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`information
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`regarding RealPage
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`30.
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`The Proxy Statement omits material
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`management’s financial projections.
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`31.
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`For example, with respect to RealPage management’s financial projections, the
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`Proxy Statement fails to disclose all line items used to calculate the Company’s unlevered free
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`cash flows, including (a) estimated tax expense, (b) stock-based compensation expense, (c) change
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`in net working capital, (d) acquisition capital expenditures, (e) capital expenditures (other than
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`acquisition capital expenditures), (f) other non-cash items, (g) other tax related items, (h) one time
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`acquisition related items, and (i) expected acquisition payouts.
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`32.
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`Additionally, the Proxy Statement fails to disclose all line items used to calculate
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`the Company’s adjusted EBITDA, including (a) acquisition-related deferred revenue, (b)
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`depreciation, asset impairment, and loss on disposal of assets, (c) amortization of product
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`technologies and intangible assets, (d) change in fair value of equity investment, (e) acquisition-
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`related expense, (f) organizational realignment costs, (g) regulatory and legal matters, (h) stock-
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`based expense, (i) interest expense, net, and (j) income tax expense.
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`33.
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`The Proxy Statement also omits material information regarding BofA’a financial
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`analyses.
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`34.
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`The Proxy Statement describes BofA’s fairness opinion and the various valuation
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`analyses performed in support of its opinion. However, the description of BofA’a fairness opinion
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`and analyses fails to include key inputs and assumptions underlying these analyses. Without this
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`information, as described below, RealPage’s public stockholders are unable to fully understand
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`these analyses and, thus, are unable to determine what weight, if any, to place on BofA’s fairness
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`opinion in determining whether to vote in favor of the Proposed Transaction or seek appraisal.
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`35. With respect to BofA’s Discounted Cash Flow Analysis, the Proxy Statement fails
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`to disclose: (i) quantification of the terminal values; (ii) quantification of the individual inputs and
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`the assumptions underlying the range of discount rates of 6.50% to 8.50%; (iii) the Company’s net
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`debt as of December 31, 2020; and (iv) the number of fully-diluted shares outstanding.
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`36. With respect to BofA’s research analyst price target analysis, the Proxy Statement
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`fails to disclose the individual price targets for RealPage and the sources thereof.
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`37. Without such undisclosed information, RealPage stockholders cannot evaluate for
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`themselves whether the financial analyses performed by BofA were based on reliable inputs and
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`assumptions or whether they were prepared with an eye toward ensuring that a positive fairness
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`opinion could be rendered in connection with the Proposed Transaction. In other words, full
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`disclosure of the omissions identified above is required in order to ensure that stockholders can
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`fully evaluate the extent to which BofA’s opinion and analyses should factor into their decision
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`whether to vote in favor of or against the Proposed Transaction or seek appraisal.
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`38.
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`The omission of this material information renders the statements in the
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`“Management Projections” and “Opinion of BofA Securities, Inc.” sections of the Proxy Statement
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`false and/or materially misleading in contravention of the Exchange Act.
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`Material Omissions Concerning Company Insiders’ Potential Conflicts of Interest
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`39.
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`The Proxy Statement fails to disclose material information concerning the potential
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`conflicts of interest faced by the Company’s insiders.
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`40.
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`The December 21, 2020 press release announcing the Proposed Transaction sets
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`forth that “[u]pon completion of the transaction, RealPage expects to continue operating under the
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`leadership of Chairman and CEO Steve Winn and the existing RealPage leadership team based in
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`Richardson, Texas.” Yet, the Proxy Statement fails to disclose the details of any employment and
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`retention-related discussions and negotiations that occurred between Thoma Bravo and RealPage
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`executive officers, including who participated in all such communications, when they occurred
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`and their content. The Proxy Statement further fails to disclose whether any of RealPage’s letters
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`of intent or indications of interest mentioned management retention or participation in the
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`combined company and the terms thereof.
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`41.
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`Communications regarding post-transaction employment and merger-related
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`benefits during the negotiation of the underlying transaction must be disclosed to stockholders.
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`This information is necessary for RealPage’s stockholders to understand potential conflicts of
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`interest of management and the Board, as that information provides illumination concerning
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`motivations that would prevent fiduciaries from acting solely in the best interests of the Company’s
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`stockholders.
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`42.
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`The omission of this information renders the statements in the “Background of the
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`Merger” and “Interests of Executive Officers and Directors of RealPage in the Merger” sections
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`of the Proxy Statement false and/or materially misleading in contravention of the Exchange Act.
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`Material Omissions Concerning the Background of the Proposed Transaction
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`43.
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`The Proxy Statement fails to disclose material information concerning the
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`background of the Proposed Transaction.
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`44.
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`For example, the Proxy Statement fails to disclose the terms of the confidentiality
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`agreements the Company entered into with two potential bidders during the go-shop period.
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`Specifically, the Proxy Statement fails to disclose whether either of the confidentiality agreements
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`= included standstill provisions or “don’t-ask, don’t-waive” (“DADW”) standstill provisions that
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`are still in effect and presently precluding these counterparties from submitting a topping bid for
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`RealPage.
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`45.
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`The failure to disclose the existence of DADW provisions creates the false
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`impression that a potential bidder who entered into a nondisclosure agreement could make a
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`superior proposal for RealPage. If the potential acquirer’s nondisclosure agreement contains a
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`DADW provision, then that potential bidder can only make a superior proposal by (i) breaching
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`the nondisclosure agreement—since in order to make the superior proposal, it would have to ask
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`for a waiver, either directly or indirectly; or by (ii) being released from the agreement, which if
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`action has been done, is omitted from the Proxy Statement.
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`46.
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`Any reasonable RealPage stockholder would deem the fact that a likely topping
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`bidder may be precluded from making a topping bid for the Company to significantly alter the
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`total mix of information.
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`47.
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`The omission of this information renders the statements in the “Background of the
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`Merger” section of the Proxy Statement false and/or materially misleading in contravention of the
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`Exchange Act.
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`48.
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`The Individual Defendants were aware of their duty to disclose the above-
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`referenced omitted information and acted negligently (if not deliberately) in failing to include this
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`information in the Proxy Statement. Absent disclosure of the foregoing material information prior
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`to the stockholder vote on the Proposed Transaction, Plaintiff and the other stockholders of
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`RealPage will be unable to make an informed voting or appraisal decision in connection with the
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`Proposed Transaction and are thus threatened with irreparable harm warranting the injunctive
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`relief sought herein.
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`CLAIMS FOR RELIEF
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`COUNT I
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`Claims Against All Defendants for Violations of Section 14(a) of the
`Exchange Act and Rule 14a-9 Promulgated Thereunder
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`Plaintiff repeats all previous allegations as if set forth in full.
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`During the relevant period, defendants disseminated the false and misleading Proxy
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`49.
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`50.
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`Statement specified above, which failed to disclose material facts necessary to make the
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`statements, in light of the circumstances under which they were made, not misleading in violation
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`of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.
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`51.
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`By virtue of their positions within the Company, the defendants were aware of this
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`information and of their duty to disclose this information in the Proxy Statement. The Proxy
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`Statement was prepared, reviewed, and/or disseminated by the defendants. It misrepresented
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`and/or omitted material facts, including material information about RealPage’s financial
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`projections, the data and inputs underlying the valuation analyses performed by BofA, Company
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`insiders’ potential conflicts of interest and the background of the Proposed Transaction. The
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`defendants were at least negligent in filing the Proxy Statement with these materially false and
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`misleading statements.
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`52.
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`The omissions and false and misleading statements in the Proxy Statement are
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`material in that a reasonable stockholder would consider them important in deciding how to vote
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`Case 1:21-cv-00206-UNA Document 1 Filed 02/16/21 Page 14 of 16 PageID #: 14
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`on the Proposed Transaction.
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`53.
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`By reason of the foregoing, the defendants have violated Section 14(a) of the
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`Exchange Act and SEC Rule 14a-9(a) promulgated thereunder.
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`54.
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`Because of the false and misleading statements in the Proxy Statement, Plaintiff is
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`threatened with irreparable harm, rendering money damages inadequate. Therefore, injunctive
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`relief is appropriate to ensure defendants’ misconduct is corrected.
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`COUNT II
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`Claims Against the Individual Defendants for Violations of
`Section 20(a) of the Exchange Act
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`Plaintiff repeats all previous allegations as if set forth in full.
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`The Individual Defendants acted as controlling persons of RealPage within the
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`55.
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`56.
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of RealPage, and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the false statements contained in the Proxy Statement
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`filed with the SEC, they had the power to influence and control and did influence and control,
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`directly or indirectly, the decision-making of the Company, including the content and
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`dissemination of the various statements which Plaintiff contends are false and misleading.
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`57.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
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`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
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`statements or cause the statements to be corrected.
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`58.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
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`the power to control or influence the particular transactions giving rise to the securities violations
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`Case 1:21-cv-00206-UNA Document 1 Filed 02/16/21 Page 15 of 16 PageID #: 15
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`as alleged herein, and exercised the same. The Proxy Statement at issue contains the unanimous
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`recommendation of each of the Individual Defendants to approve the Proposed Transaction. They
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`were, thus, directly involved in the making of the Proxy Statement.
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`59.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were each involved in negotiating, reviewing, and approving the Proposed
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`Transaction. The Proxy Statement purports to describe the various issues and information that
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`they reviewed and considered—descriptions the Company directors had input into.
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`60.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`61.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and SEC Rule 14a-
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`9, promulgated thereunder, by their acts and omissions as alleged herein. By virtue of their
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`positions as controlling persons, these defendants are liable pursuant to Section 20(a) of the
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`Exchange Act. As a direct and proximate result of defendants’ conduct, RealPage’s stockholders
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`will be irreparably harmed.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief,
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`including injunctive relief, in his favor on behalf of RealPage, and against defendants, as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and all persons acting in
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`concert with them from proceeding with, consummating, or closing the Proposed
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`Transaction and any vote on the Proposed Transaction, unless and until defendants
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`disclose and disseminate the material information identified above to RealPage
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`stockholders;
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`Case 1:21-cv-00206-UNA Document 1 Filed 02/16/21 Page 16 of 16 PageID #: 16
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`B.
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`In the event defendants consummate the Proposed Transaction, rescinding it and
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`setting it aside or awarding rescissory damages to Plaintiff;
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`C.
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`Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act,
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`as well as SEC Rule 14a-9 promulgated thereunder;
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`D.
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`Awarding Plaintiff the costs of this action, including reasonable allowance for
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`Plaintiff’s attorneys’ and experts’ fees; and
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`E.
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`Granting such other and further relief as this Court may deem just and proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: February 16, 2021
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`
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`OF COUNSEL:
`
`WEISSLAW LLP
`Richard A. Acocelli
`1500 Broadway, 16th Floor
`New York, New York 10036
`Telephone: (212) 682-3025
`Facsimile: (212)