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Chicago pushes its gunshot detection pilot to January as SoundThinking's $8 tender expires Nov. 17

Transom Capital's $8-a-share tender for SoundThinking expires November 17, and Chicago just pushed its gunshot detection pilot to January 1 with four unnamed vendors. The delay sits between $8 and up to $11 a share for holders deciding whether to tender.

Vincent JiangVincent Jiangthree-minute read
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Ralph Clark, president and chief executive of SoundThinking, seated in a blue cardigan in a company portrait
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Ralph Clark, SoundThinking's president and chief executive, says he remains "in the dark" about Chicago's plan for a four-vendor gunshot detection test.

The two-week trial is now four companies in January

At a November 10 hearing on Chicago's 2027 budget, Chief Procurement Officer Sharla Roberts dropped the single-vendor gunshot detection trial her office had promised in a October 20 letter would start within two weeks 23. In its place comes a wider test of policing technologies by four unnamed companies, which the city calls no-cost, set to start by January 1, 2027, and run six months 23. Six days earlier, more than 72 percent of Chicago voters had backed a nonbinding referendum telling City Hall to restart gunshot detection 1. Alderman Samantha Nugent put it to Roberts plainly: "You seem to be obstructing" 3.

A lawyer's letter forced the field open

The rewrite followed pressure from the incumbent. SoundThinking's+0.24% — SoundThinking, up 0.24 percent today ShotSpotter contract was ended by Mayor Brandon Johnson in 2024, over inspector general and prosecutor findings that it did not make the city safer 1. On October 27, company attorney Robert Markin wrote Roberts that every short-listed vendor for the long-term deal, ShotSpotter's maker included, had to be allowed into any pilot 3. Nine companies have bid for that contract 1. Chief executive Ralph Clark says he remains "in the dark" about the test plan 3.

A ShotSpotter acoustic gunshot sensor mounted on a wooden utility pole above a residential street in Springfield, Illinois
A ShotSpotter acoustic sensor on a utility pole in Springfield, Illinois, in 2023. Chicago's pilot, promised to one vendor, now goes to four unnamed companies from January 1.Salisburymistake (CC BY-SA 4.0)

The $3 that needs $73.5 million of 2027 revenue

Transom Capital, a Los Angeles buyout firm, is offering $8.00 a share in cash for SoundThinking plus a contingent value right worth up to $3.00 more: an enterprise value of $114 million, rising to $159 million at the maximum payout 6. The tender expires one minute after 11:59 p.m. on November 17 7.

The first 50 cents of the CVR requires ShotSpotter and SafePointe revenue of at least $73.5 million in 2027 6. The whole company needed nine months of 2026 to book $73.1 million, down from $79.3 million a year earlier, and its $8.5 million third-quarter loss included $5.1 million of deal costs, with guidance withdrawn 8.

SoundThinking's quarterly revenue has gone sideways for ten quarters

Flat near $25M a quarter, the base the CVR's 2027 milestone leans on

$22M$24M$26M$28M$30MQ3 '24Q1 '25Q3 '25Q1 '26Q3 '26$25.01M
Data
Revenue
Q2 '24$26.96M
Q3 '24$26.25M
Q4 '24$23.41M
Q1 '25$28.35M
Q2 '25$25.89M
Q3 '25$25.1M
Q4 '25$24.79M
Q1 '26$24.18M
Q2 '26$23.89M
Q3 '26$25.01M
Revenue reported each quarter, in millions of dollars, from Q2 2024 to Q3 2026. It has not moved outside a $23.4 million to $28.4 million band. Source: SoundThinking quarterly figures from SEC filings.9

The market pays 26 cents for the contingent $3

Shares closed at $8.26 on November 13, 26 cents above the cash on offer, which is all the market pays for a right with $3.00 of face value 8. Skeptics got there first: a October 4 Seeking Alpha note rated the stock a Sell at $8.44, arguing deployment capacity, not demand, caps the payout 10. The customer base is splitting both ways. Rockford cut a $300,000 renewal from its 2027 budget 4; Savannah approved $262,000, in a city where police say 74 percent of gunfire draws no 911 call 5.

The market pays 26 cents for a contingent right worth up to $3.00

26 cents above the cash is all the market pays for the contingent upside

  • Estimate
$0$2$4$6$8Cash at close$8CVR face value$3CVR market price$0.26
Data
Value
Cash at close$8
CVR face value$3
CVR market price (estimate)$0.26
Dollars per share. Cash and the contingent value right are the merger terms. The market price is the November 13, 2026 close of $8.26 minus the $8.00 cash consideration. Sources: SoundThinking merger terms; Markets Insider quote.6,8

Two dates decide the spread

No source puts a dollar value on Chicago's delay; holders have to do that arithmetic themselves. Transom expects to close in the fourth quarter of 2026 6, while the pilot it was waiting on starts after that. If the pilot launches on time and runs its six months, any award lands in mid-2027 and most of its revenue in 2028, outside the CVR's measurement year 6. Watch November 17, when Transom must fill or extend its offer, and January 1, the city's newest promise 6.

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