On February 1, 2023, KnowBe4 Inc., a provider of security awareness training and simulated phishing platform, announced the close of its all-cash $4.6 billion acquisition by private equity firm Vista Equity Partners. The deal will pay shareholders $24.90 per share. The per share purchase price represents a 44 percent premium to the company’s unaffected closing price on September 16, 2022, the last full trading day before Vista publicly disclosed its initial non-binding acquisition proposal on its Schedule 13-D. As disclosed by KnowBe4 in a press release dated September 19, 2022, an independent special committee of KnowBe4’s board of directors was formed to review this proposal and other potential value creation opportunities.
In connection with the transaction, Vista has entered support agreements with KnowBe4’s founder, chairman, and chief executive officer Stu Sjouwerman, as well as KKR and Elephant Partners. The groups account for 83 percent of KnowBe4’s voting power. Vista financed the deal with debt and equity financing, which includes the rollover and investment from the support agreements.
KnowBe4, the provider of the world’s largest security awareness training and simulated phishing platform, is used by more than 52,000 organizations around the globe. KnowBe4 helps organizations address the human element of security by raising awareness about ransomware, CEO fraud, and other social engineering tactics through a new-school approach to awareness training on security. Tens of thousands of organizations rely on KnowBe4 to mobilize their end users as their last line of defense.
The Wilson Sonsini team that advised KnowBe4 on the transaction includes:
Corporate / Capital Markets
Megan Baier
David Sharon
Courtney Matteson
Hyo Min Kim
Norman Zhang
Casey Anderson
Joanna Leung
M&A
Todd Cleary
Doug Schnell
Catherine Riley Tzipori
David Adler
Stacy Lee
Eleanor Bleecker
Stephen James
Katherine Fuller
Employee Benefits and Compensation
Sriram Krishnamurthy
Matthew Norgard
Jason Chan
Technology Transactions
Jamie Clessuras
Dena Smith
Khalil Nobles
Ben Hawkins
Tiphanie Cascella
Stephanie Stark
Delaware Law
Amy Simmerman
Ryan Greecher
Allurie Kephart
Brian Currie
Jason Schoenberg
Privacy and Cybersecurity
Matt Staples
Daniel Chen
Dantam Le
Corporate Finance
Dana Hall
Sarah Gohary
Regulatory
Stephen Heifetz
Seth Cowell
Josephine Aiello LeBeau
Antitrust
Robin Crauthers
Kimberley Biagioli
Matthew McDonald
Jake Philipoom
Amanda Welch-Alleyne
Employment Law
Marina Tsatalis
Rebecca Stuart
Nedim Novakovic
Securities
Ignacio Salceda
Shannon German
Nora Crawford
Nedim Novakovic
Eric Kohan
For more information, please see the press release. Additional coverage on the original deal announcement can be found at Reuters, the Wall Street Journal, and TechCrunch.