Thoma Bravo, L.P. agreed to acquire Darktrace plc (LSE:DARK) from KKR Dark Aggregator, Summit partners for $5.31 billion in a Scheme of arrangement transaction on April 26, 2024. Under the terms of the Acquisition, each Darktrace Shareholder will be entitled to receive $7.75 in cash. The cash consideration payable to Darktrace Shareholders under the terms of the Acquisition will be financed by: (i) equity to be invested by Thoma Bravo Funds; and third party financing provided by certain third party providers of (A) an interim first lien term facility in an aggregate amount principal amount of $1.68 billion and an interim second lien term facility in an aggregate principal amount of $460 million to be provided under the Interim Facilities Agreement. The Acquisition represents an EV / Revenue multiple of 8.1 times. It is expected that the non-executive directors of Darktrace will resign as directors of Darktrace with effect from completion of the Acquisition. There will be no material restructurings or changes to Darktrace's Cambridge, UK headquarters, or other business operations. Transaction is subject to approval of the requisite majority of Scheme Shareholders at the Court Meeting and Darktrace Shareholders. Numerous Antitrust approvals of multiple nations involving Australia, Austria, South Africa, United kingdom, United states and regulatory approvals by Australia, France , Italy, Netherlands, Sweden, United Kingdom and Relevant third party clearances. Accordingly, the Darktrace Board unanimously recommends that the Darktrace Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as the Darktrace Directors who hold interests in Darktrace Shares. The Acquisition is currently expected to complete during the third or fourth quarter of 2024. On May 20, 2024, Goldman Sachs Bank USA and Thoma Bravo Credit Fund III, L.P. entered into a back-to-back commitment letter whereby Thoma Bravo Credit Fund III, L.P. committed to purchase part of the financing commitment under the A&R Finance Documents on the terms and conditions. It is also announced that, among others, Bidco as bidco, Leia Finco US LLC as borrower and guarantor, Goldman Sachs Bank US as interim facilities agent and interim security agent, and the Acceding Finance Parties (as defined in the A&R IFA) have entered into an amended and restated Interim Facilities Agreement, Other than the accession of the Acceding Finance Parties, the A&R Finance Documents are on substantively the same terms as the financing documents entered into on or around the same date as the Announcement. On May 23, 2024, Bidco has received a further irrevocable undertaking from Nicholas Trim to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of 2,146,460 Darktrace Shares, Bidco has, therefore, received irrevocable undertakings in respect of a total of 103,032,108 Darktrace Shares (representing approximately 14.71 per cent. of the existing issued ordinary share capital of Darktrace as at May 22, 2024. As of June 18, 2024, shareholders of Darktrace and court has approved the deal. As of August 24, 2024, South Africa?s Competition Commission has approved the transaction. As of September 16, 2024, all of the Conditions relating to the regulatory and antitrust approvals have now been satisfied. It is now expected that the Scheme will become Effective on October 1, 2024. As of September 24, 2024, Court granted the Court Order sanctioning the Scheme.

The Darktrace Board, which has been so advised by Jefferies and Qatalyst Partners as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. Mark Sorrell, Nicholas van den Arend, Chris Emmerson and Cara Pazdon of Goldman sachs acted as Financial advisor to Thoma Bravo. Philip Yates, Dominic Lester, Nandan Shinkre and Paul Bundred of Jefferies International Limited acted as Financial advisor to Darktrace. Peter Spofforth and Jason DiLullo of Qatalyst Partners acted as Financial advisors to Darktrace. David Higgins, Corey D. Fox, Vincent Bergin, Francesca Storey-Harris, Steven A. Page, Bradley C. Reed, Brian Ford, Caitlin Bouey, Kirsteen Nicol, Marcus Thompson, Nick Niles, Katie A. St. Peters, Nathan J. Jimenez, Matthew Sinclair-Thomson, Jennifer F. Wilson of Kirkland & Ellis International LLP is acting as legal adviser to Thoma Bravo. Latham & Watkins (London) LLP is acting as legal adviser to Darktrace. Lazard & Co., Limited acted as financial advisor to Darktrace.

Thoma Bravo, L.P. completed the acquisition of Darktrace plc (LSE:DARK) from KKR Dark Aggregator, Summit partners on October 1, 2024. All of the non-executive directors of Darktrace have tendered their resignation and stepped down from the Darktrace Board. Jill Popelka and Cathy Graham will remain as directors on the Darktrace Board. Dealings in Darktrace Shares were suspended with effect from October 1, 2024. As of October 2, 2024, Darktrace confirms that the listing of Darktrace Shares on the equity shares category of the Official List of the Financial Conduct Authority and the admission to trading of Darktrace Shares on the main market of the London Stock Exchange were each cancelled with effect from 8.00 a.m. today, October 2, 2024.