Carbonite’s $618.5 Million acquisition of Webroot

RBC Capital Markets, LLC is serving as financial advisor to Carbonite, and Barclays is serving as financial advisor to Carbonite. Skadden, Arps, Slate, Meagher & FlomLLP is serving as Carbonite’s legal counsel. Barclays, Citizens Banks, and RBC Capital Markets, LLC have provided committed financing in support of the transactionandSimpson Thacher & Bartlett LLP is serving as financing counsel. William Blair & Company, L.L.C. is serving as exclusive financial advisor to Webroot and Goodwin Procter LLP and Holland & Hart LLP are serving as legal counsel.

Carbonite, Inc. (Nasdaq: CARB), a leading cloud-based data protection provider, and Webroot Inc., a leading cybersecurity company, have entered into a definitive agreement under which Carbonite will acquire Webroot for approximately $618.5 million in cash. Carbonite will fund the transaction with existing cash on hand and funds secured under a new credit facility. The combined business will address a top vulnerability of businesses -the endpoint -with a comprehensive approach to protection through cloud-based cybersecurity, paired with cloud-based backup and recovery. The transaction is expected to be immediately accretive on an earnings and cash flow basis, following the close of the transaction.Founded in 1997, Webroot is a private company that secures endpoints and provides network protection, security awareness training and threat intelligence services. With its best-in-class technology, experienced team, and extensive go-to-market capabilities, including a powerful network of Managed Service Providers (“MSP”) and Remote Monitoring and Management (“RMM”) relationships, Webroot has established itself as a leader in the cybersecurity space. Webroot’sfiscal year2018 revenue was approximately $215.0million.

The Goodwin team was led by partners Scott Joachim (Picture) and Alessandra Simons and included partner Fred Lim and associates Matthew McCoy, Joseph Burleson, John Ilardo and Laura Jacobs with additional assistance from partners Alessandra Murata, Kelsey Lemaster, Gemma Roberts Richard Matheny, Paul Jin, Koray Bulut and Kevin Lam; counsel Jacqueline Klosek and associates Monica Patel, Keiran Johal, Alex Plaum, Anna Yeomans, Genevieve Watt, Kevin Liu and Sarah Tauman and paralegal Danielle Shelbourne.

Involved fees earner: Koray Bulut – Goodwin Procter; Joseph Burleson – Goodwin Procter; John Ilardo – Goodwin Procter; Laura Jacobs – Goodwin Procter; Paul Jin – Goodwin Procter; Scott Joachim – Goodwin Procter; Kieran Johal – Goodwin Procter; Jacqueline Klosek – Goodwin Procter; Kevin Lam – Goodwin Procter; Kelsey Lemaster – Goodwin Procter; Fredrich Lim – Goodwin Procter; Kevin Liu – Goodwin Procter; Richard Matheny – Goodwin Procter; Matthew McCoy – Goodwin Procter; Alessandra Murata – Goodwin Procter; Monica Patel – Goodwin Procter; Alexander Plaum – Goodwin Procter; Gemma Roberts – Goodwin Procter; Alessandra Simons – Goodwin Procter; Sarah Tauman – Goodwin Procter; Genevieve Watt – Goodwin Procter; Anna Yeomans – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Webroot Inc.;

Author: Ambrogio Visconti