Thoma Bravo Closes Olo: Pricing the Take-Private Discount

I was on a desk in Midtown the morning the Olo close hit the tape, watching a junior banker refresh the NYSE ticker every nine seconds as if a deal that had been signed, voted, regulated, and funded might somehow unwind between 9:31 and 9:32. It didn’t. The Form 25-NSE went in. Olo, the digital-ordering pure-play that spent four years as a public-market punching bag, became the property of “Project Hospitality” — the merger sub name Thoma Bravo chose, with the kind of dry humor that only $181 billion in AUM lets you get away with.

Here is the contrarian read, stated plainly so nobody has to dig for it: at roughly 3x revenue after the discount the public market actually accepted, the Olo close is the new floor for restaurant-tech take-privates. Not a ceiling. Not a one-off. A floor. Every model on every restaurant-software comp tab — Toast, Lightspeed, PAR, Par Technology’s spinouts, the European holdouts — needs to be repriced against it. The bulls who have been quoting 2027 ARR multiples like the IPO window never closed should put a printout of the Thoma Bravo press release on top of their decks and start over.

The Math, Without the Massage

The headline is $2.0 billion equity value. That is a clean number, and I want to honor it before I dirty it up. Olo’s trailing revenue is in the high $200M range; the company guided to roughly $300M for the year on the last call before sponsors started circling. Pick your assumption. At $300M run-rate, $2.0B equity is 6.7x revenue — which sounds rich until you remember what the stock was doing eighteen months ago, and what the float-weighted entry price for Thoma Bravo actually was.

Now do the version the sell-side does not want you to do. Olo’s IPO priced at $25 in 2021. The take-out at $10.25 represents a roughly 59% discount to IPO four and a half years later. If you weight the multiple by the price the market accepted on the way down — the VWAP-adjusted comp the LPs in Thoma Bravo XVI will care about when this fund is marked — the effective entry is closer to 3x revenue. That is the number I am putting on the wall.

Three times revenue is not a venture multiple. It is not even a generous growth-software multiple. It is the strategic-control multiple — what a sponsor pays when they are buying the right to rewrite the operating model, not the right to ride the curve. And it is now the comp.

What Thoma Bravo Is Actually Buying

Restaurant Business’s coverage does the dutiful work of restating the metrics: 750+ brands, 88,000+ locations, Noah Glass staying as CEO. Those are the facts that go in the press release. Here is what they actually mean.

The 88,000 locations is the asset. Olo is not, despite a decade of analyst-day slides, a “platform.” It is a routing layer between brand-owned digital ordering and the kitchen-display systems of the largest enterprise chains in North America. The moat is not the code. It is the integration debt — every POS variant, every menu-modifier quirk, every loyalty-API handshake — that a sponsor cannot recreate cheaply and a competitor cannot replicate at all without years of contracted access.

Thoma Bravo did not pay $2.0B for Olo’s GAAP P&L. They paid $2.0B for the switching cost embedded in 88,000 store-level integrations and the option value of price increases the public market would never have let Olo take. Public Olo could not raise per-location fees more than 4-5% a year without an activist note hitting the next quarter’s call. Private Olo can model 8-12% with a straight face. Multiply that by 88,000 locations and the math on the take-private starts to look like what it is: a leveraged bet on pricing power that public-market governance was actively suppressing.

That is the thesis Thoma Bravo’s IC signed off on. It is not subtle. It is also almost certainly right.

The 3x Floor: What It Repriices

Take the new multiple and walk it through the comp set. This is where it gets uncomfortable for anyone long the rest of the category.

Toast trades on a different axis — payments-attached, hardware-bundled, SMB-heavy — but the public-market construction of its multiple still leans on the assumption that “restaurant SaaS” deserves a 7-9x revenue band. Olo just compressed the floor of that band to 3x in a clearing transaction with a sophisticated buyer. The argument that Toast deserves a premium to Olo is fine; the argument that the premium is 6x of revenue is, in my view, no longer defensible. If Toast’s defensible premium is 2x, the implied multiple is closer to 5x, and a $30B market cap starts looking like a $20B market cap with a tailwind. I am not making a price target. I am pointing at where the goalposts moved.

Lightspeed is the worse comp and the more interesting one. The Canadian listing has spent two years insisting it is a “verticalized commerce” story rather than a restaurant-tech story, but the buy-side has never really bought it. Lightspeed’s restaurant ARR is the part of the mix that screens against Olo. A 3x floor applied to that segment, even charitably, suggests the sum-of-the-parts on Lightspeed has been overstated by 15-20% by anyone who was using Olo’s pre-deal screen price as the anchor.

I covered the broader logic for a roll-up wave in a forthcoming May piece on restaurant-tech M&A and walked through the adjacent PMS dynamics in an upcoming May piece on Mews. The Olo close is the data point that converts those theses from sponsor-pitch arithmetic into desk-quotable comps. You can now point at a closed, funded, delisted transaction and say: this is what restaurant-tech clears at when the public market is the seller and a top-quartile sponsor is the buyer.

The Discount Is the Signal — Not the Noise

Every take-private has a discount-to-IPO story, and most of them are noise. This one is not, and the reason is who is on each side of the trade.

Thoma Bravo at $181B AUM as of 6/30/2025 is not a marginal buyer. They are the buyer the entire vertical-SaaS take-private market is calibrated against. When they pay 3x revenue after a 59% discount-to-IPO, they are not getting a bargain because they out-negotiated a distressed seller. They are paying what their own model says vertical SaaS is worth when you strip out the public-market sentiment premium that 2021 baked into every cap table in the category.

The Form 25-NSE filed today, with the Form 15 to follow on or around September 23, ends Olo’s public-reporting obligations. That matters not for the deal mechanics — those are routine — but for the information asymmetry that takes hold the moment a category leader goes dark. Toast and Lightspeed are now competing for enterprise mindshare against a private operator that does not have to publish ARR, retention, or take-rate. Public competitors are about to discover that quarterly transparency is a cost, not a feature, when the private comp is allowed to run a different playbook entirely.

That asymmetry is part of why I think the 3x floor sticks. The next sponsor to take a public restaurant-tech name private will not be paying a premium to Olo. They will be paying a discount, because the marginal buyer will model in 18 months of margin expansion that public Olo could not have credibly promised. The floor is not where the deals will print. It is where the deals will start before sponsors negotiate down.

What Noah Glass Stays For

The detail that matters most for the operating thesis is the simplest one: Noah Glass remains CEO. Founders staying on through a Thoma Bravo close is not a foregone conclusion — the firm has a well-documented pattern of installing operating partners and CFOs from its own bench inside the first two quarters. Keeping Glass at the top is a deliberate signal that the thesis is expansion, not restructure.

If the thesis were cost takeout, Stocktitan’s filing tracker would already be showing 8-K language about leadership transition. It is not. The plan, read between the lines, is to keep the founder narrative in front of enterprise customers — the BKs, the Chipotles, the Five Guys of the world — while Thoma Bravo’s operating bench takes the back-office to fighting weight. That is a higher-conviction, longer-duration playbook than the standard private-equity restaurant-tech script, and it is consistent with paying 3x rather than 2x.

It is also the kind of move that argues for the floor holding. Sponsors who plan to operate, not strip, set higher comps. The next deal will be priced by an LP committee that read the Olo memo, saw the Glass continuation, and modeled a 4-5 year hold with 7-8% annual price increases. Three times is the cleared comp. The opening offer will be lower; the closing print will land here or above.

What the Next Twelve Months Look Like

A few testable predictions, with the caveat that they are mine and not the consensus:

First, expect at least one more public-market restaurant-tech take-private announced in the next two quarters. The activist setup is too easy: a name trading below 3x revenue, a sponsor with dry powder, and a board that just watched Olo’s directors take the political hit and survive it. The candidates are obvious to anyone with a screen.

Second, expect Toast to face a strategic-review push from at least one activist before year-end. Not because Toast is mispriced in absolute terms, but because Olo just established that “take it private and run it” is a viable answer to public-market multiple compression. The fiduciary calculus for Toast’s board has changed, whether they want to acknowledge it or not.

Third, expect the European restaurant-tech names — the Flipdishes, the Lightspeed-adjacent operators, the PMS-attached ordering plays — to start showing up on US sponsor screens at the 3x mark. The transatlantic discount on these names was always larger than the underlying business justified. The Olo close imports the US comp into the European screen, and the arbitrage is now sitting there for any sponsor willing to do the FX work.

The Olo close did not just take one company private. It reset the clock on a category. Three times revenue, post-discount, is the number on the wall. Anyone modeling otherwise is modeling against a market that, as of this morning, no longer exists.

— Oliver writes The Bottom Line for TableTransfers. Tips: ma@tabletransfers.com.