Clearlake Capital Group, L.P. and Francisco Partners Management, L.P. entered into an agreement to acquire Software Integrity Group Business of Synopsys, Inc. (NasdaqGS:SNPS) for $2.1 billion on May 5, 2024. The purchase price of $2.1 billion in cash, comprised of: (i) $1.5 billion, payable at closing; (ii) $125 million, payable in equal installments over five fiscal quarters beginning on the first business day after the day that is the 75th day of Synopsys? first full fiscal quarter following the closing, subject to acceleration at Synopsys? option prior to the closing of Synopsys? pending acquisition of ANSYS, Inc. and (iii) up to $475 million, payable upon the Sponsors achieving a specified rate of return in connection with one or more potential liquidity transactions. Upon completion of the transaction, the business will emerge as a newly independent application security testing software provider. The existing Software Integrity Group management team is expected to lead the newly independent, privately held company after the transaction closes. The name of the new standalone entity will be announced at a later date.

The transaction is unanimously approved by Synopsys? Board of Directors. The transaction is subject to regulatory approval. The transaction is expected to close in the second half of 2024.

J.P. Morgan acted as financial advisor and Cleary Gottlieb Steen & Hamilton acted as legal advisor to Synopsys. Evercore, Deutsche Bank, and Barclays acted as financial advisors to Clearlake and Francisco Partners. Sidley Austin acted as lead legal advisor to Clearlake and Francisco Partners. Simpson Thacher & Bartlett also advised Francisco Partners.