Thoma Bravo Buys Instructure for $2 billion Posted on 05-12-2019 We analyze the sector in a global context in light of 2019's biggest edtech deal. Thoma Bravo noted they have been following Instructure since at least early 2019 and were actively engaged with the board since the summer (along with a handful of other sponsors). Thoma Bravo, LLC, a leading private equity firm focused on the software and technology-enabled services sectors, and Instructure announced today that they have completed a transaction in which Thoma… Additional Information and Where to Find ItThe tender offer described in this communication has not yet been commenced. ", "I believe that our shareholders are pleased with the outcome, and I anticipate great things to come in this new chapter for Instructure," said Josh Coates, Executive Chairman of the Board at Instructure. Following completion of the tender offer, Thoma Bravo will complete a second-step merger in which any remaining common shares of Instructure will be converted into the right to receive the same per share price paid in the tender offer. Parent and the Company intend to mail these documents to the Company's stockholders. Private Equity Firm Thoma Bravo to Acquire Instructure for $2 Billion (12/4/19 — Phil Hill) "Obviously this is big news for the LMS market, and it is worth noting that in the press release Thoma Bravo specifically mentions Canvas but not Bridge, which should give a hint about future plans. At the time the tender offer is commenced, Instructure Holdings, LLC ("Parent"), a limited liability company affiliated with Thoma Bravo, and PIV Merger Sub, Inc., a wholly owned Subsidiary of Parent, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (collectively, the "Tender Offer Documents"), and the Company intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Recommendation Statement") with respect to the tender offer. Investors and security holders of the Company are urged to carefully read the Tender Offer Documents and the Recommendation Statement, each as may be amended or supplemented from time to time, and any other filings made in connection therewith when they become available before making any decision with respect to the tender offer because such documents will contain important information about the proposed transactions and the parties thereto. The Instructure Board of Directors supports the transaction as the clearest path to maximize value for all of Instructure’s stockholders and recommends that stockholders tender their shares. "We encourage all stockholders to tender their shares in support of the transaction.". To Instructure’s credit, the company capitalized on dissatisfaction in the marketplace to secure a commanding presence that will not soon fade. More than 30 million people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses. About InstructureInstructure helps people grow from the first day of school to the last day of work. More information at www.instructure.com. On February 14, 2020, Instructure announced that Thoma Bravo had increased its offer to $49.00 per share in cash for all of the outstanding shares … Pursuant to the revised agreement, the Instructure Board of Directors will no longer hold a special meeting of Instructure's stockholders on February 25, 2020. This best and final offer was an increase from the prior $47.60 per share offer. Thoma Bravo plans to partner with Instructure's … Thoma Bravo's best and final offer to acquire Instructure was an increase from the prior $47.60 per share consideration offered when the transaction was originally announced on December 4, 2019. Log in to see if you have access. These documents are available under the SEC filings heading of the Investors section of the Company's website at https://ir.instructure.com/overview/default.aspx. The Instructure Board of Directors supports the transaction as the clearest path to maximize value for all of Instructure's stockholders and recommends that stockholders tender their shares. You need a subscription to access this IDC link. Thoma Bravo, a private equity firm, has commenced its so-called “tender offer” to purchase shares of Instructure, the publicly traded provider of the Canvas learning management system, at $49 each directly from shareholders. Notice Regarding Forward-Looking StatementsThis communication contains forward-looking information related to the Company and the proposed acquisition of the Company in a tender offer. A pension fund sued Instructure Inc.'s leadership and private equity acquirers in Delaware, claiming its $2 billion buyout by Thoma Bravo LLC shortchanged public investors just when the online learning company’s fortunes were poised to “skyrocket” because of the Covid-19 pandemic. The firm has offices in San Francisco and Chicago. On February 14, 2020, Instructure announced that Thoma Bravo had increased its offer to $49.00 per share in cash for all of the outstanding shares of the company. SALT LAKE CITY, Feb. 18, 2020 /PRNewswire/ -- Instructure today announced that its Board of Directors has approved and recommends a revised definitive agreement to be acquired by Thoma Bravo, LLC... | … More information at www.instructure.com. Investors and security holders of the Company will be able to obtain a free copy of the Tender Offer Documents and the Recommendation Statement and any supplements or amendments thereto, as well as other relevant filings, including materials that are incorporated by reference into those documents, without charge, at the SEC's website (http://www.sec.gov) or from the Company by contacting the Company's Investor Relations at (866) 574-3127, by email at Investors@instructure.com, or by going to the Company's Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled "SEC Filings.". The private equity firm plans to increase Instructure’s investment in educational technology innovation and expand internationally. As part of the terms of the agreement, Instructure stockholders will receive $47.60 in cash per share. This announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. Pursuant to the revised agreement, the Instructure Board of Directors will no longer hold a special meeting of Instructure's stockholders on February 25, 2020. The forward-looking statements included in this communication are made only as of the date hereof. San Francisco, CA 94111 +1 (415) 263-3660, Instructure and Thoma Bravo Revise Definitive Agreement, https://ir.instructure.com/overview/default.aspx, Thoma Bravo Commences Tender Offer for All Outstanding Shares of Instructure. I have been amazed by the incredible, quick work you are doing to keep the world learning. We look to leverage our deep roots in software to grow Instructure and develop its products by providing the financial and operational resources it needs for this next chapter of growth. Instructure (NYSE: INST) today announced that it has agreed to be acquired by Thoma Bravo, LLC, a leading private equity investment firm, in an all-cash transaction that values Instructure at an aggregate equity value of approximately $2 billion. Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company's ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company's common stock or on the Company's operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company's products; new application introductions and the Company's ability to develop and deliver innovative applications and features; the Company's ability to provide high-quality service and support offerings; the Company's ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals. "The Board unanimously supports this structure as the clearest path to maximize value for all Instructure stockholders," said Josh Coates, Executive Chairman of the Instructure Board of Directors. Thoma Bravo’s best and final offer to acquire Instructure was an increase from the prior $47.60 per share consideration offered when the transaction was originally announced on December 4, 2019. With a series of funds representing more than $35 billion in capital commitments, Thoma Bravo partners with a Company's management team to implement operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings, with the goal of increasing the value of the business. With a series of funds representing more than $35 billion in capital commitments, Thoma Bravo partners with a Company's management team to implement operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings, with the goal of increasing the value of the business. About Thoma Bravo, LLC Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. Thoma Bravo to Acquire Instructure. The messy take-private deal of Instructure, home of the leading LMS Canvas, goes on. Current: Thoma Bravo to Acquire Instructure; Share Feb 21, 2020 - Real-time IDC Research® opinion on industry news, trends and events. CEO Dan Goldsmith was forced to resign along with his sister, Chief Strategy Officer Jennifer Goldsmith, and SVP Strategy & Operations Amanda Buckley. Thoma Bravo will partner with Instructure’s existing management team to drive continual growth with a focus on innovation and customer success tailored for modern learning, the press release said. About Instructure Instructure helps people grow from the first day of school to the last day of work. PE firm Thoma Bravo to buy Instructure in $2 billion all-cash deal. About Thoma Bravo, LLC Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. Kirkland & Ellis is serving as legal advisor to Thoma Bravo. Thoma Bravo plans to partner with Instructure's existing management team to help drive continued growth with a focus on innovation and customer success tailored for the modern learning environment. By acquiring Instructure, Thoma Bravo is investing in one of the leading educational technology providers in the world. Shareholders have until midnight March 21 to accept the offer. Instructure (NYSE: INST) and Thoma Bravo, LLC today announced that they have entered into an amendment to their definitive merger agreement under which Thoma Bravo has increased to … J.P. Morgan Securities served as exclusive financial adviser to Instructure, and Cooley LLP served as its legal adviser. Under the terms of the revised agreement, Thoma Bravo will promptly commence a tender offer on or before February 24, 2020 to acquire all outstanding shares of Instructure's common stock. After Instructure’s January layoffs, which mostly affected Bridge and its corporate learning market, then CEO Dan Goldsmith stated at a company all hands meeting that there were no more planned layoffs coming. Published March 24, 2020. With the completion of the acquisition, Instructure's common stock ceased trading and the company is no longer listed on the New York Stock Exchange. SAN FRANCISCO and SALT LAKE CITY—Thoma Bravo, LLC, a leading private equity firm focused on the software and technology-enabled services sectors, and Instructure announced today that they have completed a transaction in which Thoma Bravo has acquired Instructure in an all-cash transaction that valued the company at an aggregate equity value of approximately $2 billion. By acquiring Instructure, Thoma Bravo is investing in one of the leading educational technology providers in the world. The acquisition validates Instructure's world-class products and customer base. "Thoma Bravo has followed Instructure's compelling story and has been impressed with the deep relationships it has built with its customers who depend on the company's world-class learning management solutions," said Holden Spaht, a Managing Partner at Thoma Bravo. San Francisco, CA 94111 +1 (415) 263-3660, Thoma Bravo Completes Acquisition of Instructure, San Francisco’s Neediest Children See Outpouring of Support, Thoma Bravo Completes Tender Offer for Outstanding Shares of Instructure. It’s inspiring and humbling to see what our collective community can accomplish … Private equity firm Thoma Bravo has agreed to purchase Utah-based education technology (edtech) company Instructure for $2 billion, in 2019's highest-value edtech acquisition. By acquiring Instructure, Thoma Bravo is investing in one of the leading educational technology providers in the world. Shares of Instructure Inc. slid after the education software company agreed to be acquired for $47.60 a share by private-equity firm Thoma Bravo--about 10% below Tuesday’s closing price. Representative past and present portfolio companies include industry leaders such as ABC Financial, Blue Coat Systems, Deltek, Digital Insight, Frontline Education, Global Healthcare Exchange, Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik, Riverbed, SailPoint, SolarWinds, SonicWall, Sparta Systems, TravelClick and Veracode. The tender offer and subsequent merger are subject to customary conditions for transactions of this type. Thoma Bravo and Instructure said a few days after Billings' suit that the merger had wrapped up, according to a March 24 press release. Thoma Bravo, the private equity firm that completed the acquisition in March, had other plans as reported at IBL News on January 26th [emphasis in original]. "I'm confident the Thoma Bravo team will make Instructure a better business which will ultimately result in more value to our customers and partners in education.". The firm has offices in San Francisco and Chicago. Thoma Bravo agreed in … This best and final offer was an increase from the prior $47.60 per share offer. Instructure fell less than 1% to close at $47.34 in New York trading Wednesday, giving the company a market value of $1.8 billion. J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as its legal advisor. Instructure Closes Deal with Thoma Bravo. Through its Canvas and Bridge platforms, Instructure helps educate over 30 million users by providing innovative learning management solutions that help serve the needs of educators, students and businesses. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company's plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction. Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov. Stockholders who would like to tender their shares or with questions about the tender offer may contact the information agent for the tender offer, Innisfree M&A Incorporated, toll-free at (888) 750-5834. If Thoma Bravo acquires all shares, it would pay about $2.01 billion. By acquiring Instructure, Thoma Bravo is investing in one of the leading educational technology providers in the world. Kirkland & Ellis served as the legal adviser to Thoma Bravo. Private equity firm Thoma Bravo sweetened its offer to $49 per share in cash, from an earlier proposal of $47.60, Instructure said in a filing to the SEC this Friday. To Our Customers: I hope you are well, as we continue to face the global challenges of COVID-19. Thoma Bravo to Promptly Commence a Tender Offer at $49.00 per Share in Cash for all of Instructure's Outstanding Shares, New Structure Provides Immediate, Certain and Compelling Value, Revised Agreement Approved by Instructure's Board of Directors. More than 30 million people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses. "Now more than ever, the technology platforms that Instructure provides are critical to supporting flexible and dynamic environments for learning. Through its Canvas and Bridge platforms, Instructure helps educate over 30 million users by providing innovative learning management solutions that help serve the needs of educators, students and businesses. Thoma Bravo is a leading private equity firm with a 40-year history, including over $35 billion in investor commitments, and a focus on investing in software and technology companies. Through its Canvas and Bridge platforms, Instructure helps educate over 30 million users by providing innovative learning management solutions that help serve the needs of educators, students and businesses. "Thoma Bravo has followed Instructure's compelling story and has been impressed with the deep relationships it has built with its customers who depend on the company's world-class learning management solutions," said Holden Spaht, a Managing Partner at Thoma Bravo. The other change was that the Bravo offer was changed to a two-step tender, meaning Thoma Bravo offered to buy a percentage of the company’s outstanding stock in step o… All outstanding shares were paid for at the same price—$49.00 per share–that was initially set in … This bid is “our best and final offer,” stated Thoma Bravo. By: Jan Alexa Research Manager. Back in mid February, it was clear that Thoma Bravo’s offer to buy Instructure for $49 per share would not pass a shareholders’ vote, despite the early February 3% increase from $47.60. The acquisition validates Instructure's world-class products and customer base. Thoma Bravo Completes Tender Offer, Gains a Majority Stake in Instructure, and Takes It Private With a majority stake, Thoma Bravo was then able to complete a second-step merger, taking the company private. Melissa Loble, Chief Customer Experience Officer. Thoma Bravo will support Instructure as it increases investment in education technology innovation and expands internationally. Through its Canvas and Bridge platforms, Instructure helps educate over 30 million users by providing innovative learning management solutions that help serve the needs of educators, students and businesses. On February 14, 2020, Instructure announced that Thoma Bravo had increased its offer to $49.00 per share in cash for all of the outstanding shares of the company. SALT LAKE CITY—Instructure (NYSE: INST) (the "Company") today announced that its Board of Directors has approved and recommends a revised definitive agreement to be acquired by Thoma Bravo, LLC ("Thoma Bravo"), under which Thoma Bravo will acquire all outstanding shares of Instructure for $49.00 per share in cash. At this point, however, all of Instructure’s easy wins and major system and consortium deals are almost-fully implemented with fewer and fewer schools actively considering a change in LMS.