Thoma Bravo’s $1.6 Billion Acquisition of Barracuda Networks

Morgan Stanley & Co. LLC is serving as financial advisor to Barracuda, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is serving as its legal advisors. Financing for the transaction is being provided by Goldman Sachs & Co. LLC, Credit Suisse, and UBS Investment Bank. Goldman Sachs & Co. LLC, Credit Suisse, and UBS Investment Bank are also serving as financial advisors to Thoma Bravo, and Kirkland & Ellis LLP is serving as its legal counsel.

Barracuda Networks, Inc. (NYSE: CUDA), a leading provider of cloud-enabled security and data protection solutions, today announced that it has entered into an agreement to be acquired by leading private equity investment firm Thoma Bravo, LLC. in an all-cash transaction valued at $1.6 billion.

Barracuda shareholders of record will receive $27.55 in cash for each share of Barracuda common stock they hold. This price exceeds Barracuda’s 52-week high and represents a premium of 22.5 percent to the Company’s 10-day average stock price prior to Nov. 27, 2017, of $22.49. Barracuda’s Board of Directors unanimously approved the agreement, and believes the transaction maximizes shareholder value. Upon the close of the transaction, Barracuda will operate as a privately-held company with a continued focus on email security and management, network and application security, and data protection solutions that can be deployed in cloud and hybrid environments.

The proposed transaction is expected to close before Barracuda’s fiscal year end of Feb. 28, 2018, and is subject to approval by Barracuda’s shareholders and regulatory authorities, and the satisfaction of other customary closing conditions.

Barracuda simplifies IT with cloud-enabled solutions that empower customers to protect their networks, applications and data, regardless of where they reside. These powerful, easy-to-use and affordable solutions are trusted by more than 150,000 organizations worldwide and are delivered in appliance, virtual appliance, cloud and hybrid deployment configurations.

Thoma Bravo is a leading private equity investment firm building on a 30+ year history of providing equity and strategic support to experienced management teams and growing companies. The firm seeks to create value by collaborating with company management to improve business operations, invest in growth initiatives and make accretive acquisitions. Thoma Bravo invests with a particular focus on application and infrastructure software and technology enabled services. The firm currently manages a series of private equity and debt funds representing more than $17.0 billion of capital commitments.

Kirkland & Ellis advised Thoma Bravo with Gerald Nowak, Corey Fox, Bradley Reed and Maggie Flores, technology and intellectual property transactions partner Seth Traxler, and associate Matthew Colman.

Wilson Sonsini Goodrich & Rosati advised Barracuda Networks with Jeffrey Saper (Picture), Allison Spinner, Jordan Coleman, Lester Ang, Jesse Couch, Michael Ringler, Derek Liu (Corporate M&A) Selywyn Goldberg, Barath Chari (IP&IT), Jamillia Ferris, Christopher Williams (Antitrust), David Thomas, Brandon Gantus (Executive compensation), Myra Sutano-Shen, Andrew Bryant (Tax), Josephine Aiello LeBeau, Melissa Mannino (Regulatory and Compliance), John Mao, David Hu (Capital Market), James McCann, Martin Sul, Alison Weinberg-Fahey (Real Estate), David Berger (Dispute Resolution), Marina Tsatalis, Meg Thering (Employment) Matt Staples, Claire Readhead (Privacy).

 

Involved fees earner: Jeffrey Saper – Wilson Sonsini Goodrich & Rosati; Allison Spinner – Wilson Sonsini Goodrich & Rosati; Jordan Coleman – Wilson Sonsini Goodrich & Rosati; Lester Ang – Wilson Sonsini Goodrich & Rosati; Michael Ringler – Wilson Sonsini Goodrich & Rosati; Derek Liu – Wilson Sonsini Goodrich & Rosati; Selwyn Goldberg – Wilson Sonsini Goodrich & Rosati; Barath Chari – Wilson Sonsini Goodrich & Rosati; Jamillia Ferris – Wilson Sonsini Goodrich & Rosati; Christopher Williams – Wilson Sonsini Goodrich & Rosati; David Thomas – Wilson Sonsini Goodrich & Rosati; Brandon Gantus – Wilson Sonsini Goodrich & Rosati; Marina Tsatalis – Wilson Sonsini Goodrich & Rosati; Meg Thering – Wilson Sonsini Goodrich & Rosati; Myra Sutano-Shen – Wilson Sonsini Goodrich & Rosati; Andrew Bryant – Wilson Sonsini Goodrich & Rosati; Josephine Aiello LeBeau – Wilson Sonsini Goodrich & Rosati; Melissa Mannino – Wilson Sonsini Goodrich & Rosati; John Mao – Wilson Sonsini Goodrich & Rosati; David Hu – Wilson Sonsini Goodrich & Rosati; James McCann – Wilson Sonsini Goodrich & Rosati; Martin Sul – Wilson Sonsini Goodrich & Rosati; Alison Weinberg-Fahey – Wilson Sonsini Goodrich & Rosati; David Berger – Wilson Sonsini Goodrich & Rosati; Matthew Staples – Wilson Sonsini Goodrich & Rosati; Claire Readhead – Wilson Sonsini Goodrich & Rosati; Gerald Nowak – Kirkland & Ellis; Corey Fox – Kirkland & Ellis; Bradley Reed – Kirkland & Ellis; Maggie Flores – Kirkland & Ellis; Seth Traxler – Kirkland & Ellis; Matthew Colman – Kirkland & Ellis;

Law Firms: Wilson Sonsini Goodrich & Rosati; Kirkland & Ellis;

Clients: Thoma Bravo; Barracuda Networks Inc.;

 

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Author: Ambrogio Visconti