Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. entered into an agreement to acquire SailPoint Technologies Holdings, Inc. (NYSE:SAIL) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Hmi Capital Management, L.P., SoMa Equity Partners, LP and others for $6.5 billion on April 10, 2022. Under the terms of the agreement, SailPoint stockholders will receive $65.25 per share in cash. The agreement includes a ôgo-shopö period expiring at 11:59 p.m. Eastern time on May 16, 2022, which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. Thoma Bravo has obtained equity financing and debt financing commitments for the purpose of financing the transaction. Financing for the transaction is being provided by Golub Capital, Blackstone Credit and Owl Rock Capital. Upon completion of the transaction, SailPoint will become a privately held company, and will continue to be headquartered in Austin, Texas. SailPoint will pay a fee of $212.54 million to Thoma Bravo, in case SailPoint terminates the transaction. Thoma Bravo will pay a fee of $425.09 million to SailPoint, in case Thoma Bravo terminates the transaction.
The transaction is subject to approval by SailPoint stockholders, receipt of regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of the Merger under the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) and the UK National Security and Investment Act 2021, and other customary closing conditions. As of June 1, 2022, SailPoint Technologies Holdings, Inc. announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. SailPoint's Board of Directors upon the recommendation of a special committee of the Board, has unanimously approved the transaction. Acquirer's Board of Directors has unanimously approved the transaction. As of May 16, 2022, go shop period has expired. On June 21, 2022, SailPoint received written notice from the UK Department for Business, Energy and Industrial Strategy. The special meeting of shareholders of SailPoint Technologies Holdings will be held on June 30, 2022 to approve the transaction. As of June 30, 2022, SailPoint stockholders approved the acquisition. As of August 11, 2022, the transaction receipt of all regulatory approvals represents the last of the closing conditions under the merger agreement to be satisfied. The transaction is expected to close in the second half of 2022. As of August 11, 2022, SailPoint expects the merger to close on August 16, 2022, or as soon as possible thereafter.
Drew Guevera, Anthony Armstrong, Brett Klein and Taylor Henricks of Morgan Stanley & Co. LLC acted as fairness opinion provider and financial advisor to SailPoint's Board and acted as financial advisor to SailPoint. Joshua M. Zachariah, Joseph C. Theis, Jean A. Lee, Yifeng Yuan, Andrew Lacy, Simone Waterbury, Elliot Silver, Alexandra Denniston, Koray J. Bulut, Martin Gomez, Jacqueline Klosek, Ora Grinberg, Jacob R. Osborn, Ce Li, Delphine OÆRourke, James Barri and John Servidio of Goodwin Procter LLP acted as legal advisor to SailPoint. Corey D. Fox and Bradley C. Reed of Kirkland & Ellis LLP acted as legal advisor to Thoma Bravo. American Stock Transfer & Trust Company, LLC served as transfer agent to SailPoint. Innisfree M&A Inc. served as proxy solicitor to SailPoint and will be paid a fee of $75000. SailPoint has agreed to pay Morgan Stanley a fee of approximately $62 million for its services, $3 million of which was earned following delivery of the opinion.
Thoma Bravo Fund XV, L.P. managed by Thoma Bravo, L.P. completed the acquisition of SailPoint Technologies Holdings, Inc. (NYSE:SAIL) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Hmi Capital Management, L.P., SoMa Equity Partners, LP and others on August 16, 2022. At completion of the acquisition, SailPoint stockholders are entitled to receive $65.25 in cash for each share of SailPoint common stock they owned. SailPointÆs common stock has ceased trading and will be delisted from the New York Stock Exchange.