Disclosures made to the NZX showed the two firms and their associated entities had agreed to work together to negotiate an acquisition of Pushpay Holdings in a scheme of arrangement.
The co-operation agreement signed by the two parties prevents either from selling their shares without prior written consent.
Pushpay acknowledged the move in a later statement, noting that agreement was not a definitive transaction agreement and could be terminated immediately by either party on notice to the other.
"Pushpay has not entered an agreement with any party, including either or both of BGH Capital and Sixth Street, to implement a transaction.
"Pushpay is continuing with a process that is already underway and is in an early stage with multiple parties, to explore the potential for a transaction which is in the best interests of shareholders as a whole."
BGH's investment vehicle, Oceania Trust, and Sixth Street's entities together own 20.3 per cent of Pushpay. New Zealand law generally prevents groups from building a stake above the 20 per cent threshold without making a takeover bid.
In an April 27 research note, Jarden analyst Guy Hooper said while data was scarce in the sector, recent transactions - including a November deal that saw New York-based investment firm Reverence Capital Partners take a majority investment in church management software provider Ministry Brands - had occurred at an average multiple of 6.2x sales, implying that Pushpay could be valued at up to $2b in a takeover - or roughly a $400m premium on its current market cap, even allowing for this afternoon's 13 per cent jump.
Pushpay had earlier been placed in a trading halt pending a "material announcement".
BGH Capital is an Australian private equity company with links to NZ. All three co-founders, Robin Bishop, Ben Gray, and Simon Harle, worked for investment teams that spanned the Tasman before starting the firm.
BGH Capital Fund II closed in February 2022 with A$3.6 billion (NZ$3.95b) committed. The firm said this makes it the largest active private equity fund focused on Australia and NZ.
It bought NZX-listed dental care business Abano Healthcare for $117m in 2020.
Sixth Street is headquartered in San Francisco but bills itself as a global investment firm with US$50b (NZ$77.4b) in assets under management. It has also invested in household names such as Airbnb and Spotify.
The firm bought a 17 per cent stake in the company when early investors, the Huljich family, sold in March last year for $320 million.
This month Pushpay reported annual operating earnings of US$62.4 million for the year to March 31 - in line with tightened guidance - but forecast lower underlying earnings of US$56m to US$61m for FY2023.
Looking ahead to the 2023 financial year, Pushpay said it expects "double-digit" revenue growth of between 10 per cent and 15 per cent, and underlying earnings to be between US$56m and US$61m.
The company also gave an upbeat assessment of the future, saying it expects to have US$10b transacted through its platform in 2024 and more than 20,000 customers by the end of the 2025 financial year.
Following the result, Jarden's Hooper said the result was broadly in line with expectations.
"While this appears negative at first read, the key difference appears to be the level of investment spend rather than underlying operations," Hooper said.
"The company also provided medium-term outlook commentary and FY24 targets, which appear upbeat and ahead of Jarden's estimate," Hooper added.
Shifting IP
The Kiwi-American company also said it plans a restructure to shift its intellectual property from its New Zealand subsidiary to its US subsidiary - although it has some IRD hurdles to jump through first.
"Over the past few years, with over 98 per cent of the group's operating revenues coming from the US, there has been a progressive shift in the location of the group's management and support functions from New Zealand to the US," the company said.
The shift in focus toward the US had required Pushpay to review its transfer pricing, the firm said. Transfer pricing - or which country costs are booked in - affects tax and has been a hot topic between Inland Revenue and tech firms that operate in more than one country.
There will be a non-cash transaction between Pushpay's NZ and US operations to seal the deal. There will be "no impact on the employment or impact of staff".
Pushpay has 564 staff, with around two-thirds in the US and the balance in NZ.
