Thoma Bravo Discover Fund III LP, Thoma Bravo Discover Fund IV, funds managed by Thoma Bravo, L.P. and Sunstone Partners Management, LLC entered into a definitive agreement to acquire UserTesting, Inc. (NYSE:USER) from a group of shareholders for $1.1 billion on October 26, 2022. Thoma Bravo and Sunstone Partners will acquire UserTesting for $7.50 per share, in an all-cash transaction. Transaction will be funded via equity and, potentially, debt financing. Following the closing of the transaction, Thoma Bravo and Sunstone Partners intend to combine UserTesting and UserZoom, which Thoma Bravo acquired majority control of in April 2022. Upon completion of the transaction, UserTesting's common stock will no longer be publicly listed and UserTesting will become a privately held company. The agreement includes a “go-shop” period expiring on December 10, 2022, which allows the UserTesting board of directors and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. In case of termination of the transaction under certain circumstances, buyers will be required to pay a termination fee of $67.76 million and UserTesting will be required to pay a termination fee of $33.88 million. As of December 13, 2022, Go-Shop period under the transaction expired.

UserTesting's Chief Executive Officer, Andy MacMillan, will lead the combined company. The transaction is subject to customary closing conditions, including approval by UserTesting's stockholders and the receipt of required regulatory approvals, and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, certain regulatory actions in the United Kingdom and Australia. The waiting period with respect to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired on December 9, 2022. On December 15, 2022, the Australian Competition and Consumer Commission (the “ACCC”) provided notice that it does not intend to conduct a public review of the Merger. The expiration of the HSR Act waiting period and receipt of the ACCC notice satisfy certain conditions to the closing of the Merger. The Merger remains subject to other closing conditions, including certain regulatory actions by the United Kingdom Competition and Markets Authority and approval by UserTesting's stockholders. On December 21, 2022, the United Kingdom Competition and Markets Authority provided notice that it has no further questions on the Merger at this time. The special meeting of UserTesting stockholders will be held virtually on January 10, 2023. The transaction, which was unanimously approved by the UserTesting board of directors, is currently expected to close in the first half of 2023.

Morgan Stanley & Co. LLC is serving as exclusive financial advisor and fairness opinion provider and Ran Ben-Tzur, David K. Michaels and Einat Meisel of Fenwick & West LLP is serving as legal counsel to UserTesting. Kevin J. Coenen, Adam Kool; Chuck Boyars; Sally Evans, Theodore A. Peto, Aisha P. Lavinier and Eric Y. Cohen of Kirkland & Ellis LLP are serving as legal counsel to Thoma Bravo and Goodwin Procter LLP is serving as legal counsel to Sunstone Partners. American Stock Transfer & Trust Company, LLC acted as transfer agent to UserTesting. UserTesting retained Mackenzie Partners, Inc. to assist in soliciting proxies for a fee of up to $20,000, plus costs and expenses. UserTesting has agreed to pay Morgan Stanley a fee of approximately $20.4 million for its services, $3 million of which was earned following delivery of the opinion and the remainder of which is contingent upon the consummation of the Merger. Jefferies LLC served as financial advisor to Thoma Bravo and Sunstone.

Thoma Bravo Discover Fund III LP, Thoma Bravo Discover Fund IV, funds managed by Thoma Bravo, L.P. and Sunstone Partners Management, LLC completed the acquisition of UserTesting, Inc. (NYSE:USER) from a group of shareholders on January 12, 2023.