Skadden, Arps, Slate, Meagher & Flom LLP advised Proofpoint, Kirkland & Ellis LLP advised Thoma Bravo on the deal. Gibson Dunn & Crutcher LLP advised Morgan Stanley & Co. LLC as financial adviser to Proofpoint.
Proofpoint, Inc., a leading cybersecurity and compliance company, has entered into a definitive agreement to be acquired by Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sector, in an all-cash transaction that values Proofpoint at approximately $12.3 billion.
Under the terms of the agreement, Proofpoint shareholders will receive $176.00 per share in cash, representing a premium of approximately 34 percent over Proofpoint’s closing share price on April 23, 2021, the last full trading day prior to the transaction announcement, and a premium of approximately 36 percent over Proofpoint’s three-month volume-weighted average closing share price through April 23, 2021. Upon completion of the transaction, Proofpoint will become a private company with the flexibility and resources to continue providing the most effective cybersecurity and compliance solutions to protect people and organizations around the world. Additionally, Proofpoint will benefit from the operating capabilities, capital support and deep sector expertise of Thoma Bravo.
Morgan Stanley & Co. LLC acted as exclusive financial advisor to Proofpoint. Financing for the transaction is being provided by Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC is also serving as financial advisor to Thoma Bravo.
The Kirkland team advising Thoma Bravo was led by corporate partners Corey Fox (Picture), Bradley Reed, Peter Stach and Erika López and associates Andrew Struckmeyer, Chad Rogers, Demetrius McCloud and Yoshi Haynie.
The Skadden team advising Proofpoint included M&A partner Mike Ringler (Palo Alto) and associate Peter Jones (Palo Alto); Executive Compensation and Benefits counsel Page Griffin (New York); Intellectual Property and Technology partner Ken Kumayama (Palo Alto); Banking partner K. Kristine Dunn (Los Angeles); Antitrust/Competition partner Steven Sunshine (Washington, D.C.); CFIUS and National Security partners Jeffrey Gerrish (Washington, D.C.) and Michael Leiter (Washington, D.C.); Labor and Employment Law partner David Schwartz (New York); and Tax partner Nathan Giesselman (Palo Alto).
Gibson Dunn & Crutcher LLP advised Morgan Stanley & Co. LLC with a team led by partner Christopher Dillon and including associate Yujin Yi.
Involved fees earner: Christopher Dillon – Gibson Dunn & Crutcher; Yujin Yi – Gibson Dunn & Crutcher; Corey Fox – Kirkland & Ellis; Yoshi Haynie – Kirkland & Ellis; Erika Lopez – Kirkland & Ellis; Bradley Reed – Kirkland & Ellis; Chad Rogers – Kirkland & Ellis; Peter Stach – Kirkland & Ellis; Andrew Struckmeyer – Kirkland & Ellis; Kristine Dunn – Skadden Arps Slate Meager & Flom; Jeffrey Gerrish – Skadden Arps Slate Meager & Flom; Nathan Giesselman – Skadden Arps Slate Meager & Flom; Page Griffin – Skadden Arps Slate Meager & Flom; Peter Jones – Skadden Arps Slate Meager & Flom; Ken Kumayama – Skadden Arps Slate Meager & Flom; Michael Leiter – Skadden Arps Slate Meager & Flom; Mike Ringler – Skadden Arps Slate Meager & Flom; David Schwartz – Skadden Arps Slate Meager & Flom; Steven Sunshine – Skadden Arps Slate Meager & Flom;