Instructure shareholders to receive
$23.60 per share in cash; Instructure
to become a privately held company upon completion of the
transaction
SALT
LAKE CITY, July 25, 2024 /PRNewswire/ -- Instructure
Holdings, Inc. (NYSE: INST) ("Instructure"), a leading learning
ecosystem, today announced that it has entered into a definitive
agreement to be acquired by investment funds managed by KKR, a
leading global investment firm, for $23.60 per share in an all-cash transaction
valued at an enterprise value of approximately $4.8 billion. The per-share purchase price
represents a premium of 16 percent over Instructure's unaffected
share price of $20.27 as of
May 17, 2024, the last trading day
prior to media reports regarding a potential transaction.
KKR, with participation from Dragoneer Investment Group, will
acquire all outstanding shares, including those shares owned by
Instructure's existing majority owner, Thoma Bravo, a leading
software investment firm, which took the company public in
2021.
The Instructure management team, led by CEO Steve Daly, will continue to lead the company in
their current roles. KKR will support Instructure as it increases
investment in technology and innovation across its leading, global
learning platform, including its core Canvas and Parchment
products.
"Our leadership team laid out an aggressive go-forward strategy
in our investor day presentation earlier this year," said Daly. "We
believe Instructure has a significant growth runway as we focus on
core markets, unlocking new opportunities and continuing to build
the Instructure Learning Ecosystem. It was immediately apparent
that KKR is aligned with our long-term vision and growth strategy
and we look forward to working closely with them. Together, we'll
expect to build on our position as the education platform that
powers learning for a lifetime and turns education into
opportunities for all learners globally."
Instructure is a leading global provider of learning management,
education-tech effectiveness and credentialing solutions. The
Instructure ecosystem of products enhances the lives and outcomes
of students, professional learners and educators. The company has
impacted approximately 200 million learners across more than 100
countries with a thriving community of over 1,000 partners.
Together with its expansive network of educators, learners and
partners, the company is committed to broadening its platform and
delivering $1B in revenue by
2028.
"Given its unique positioning at the center of academic life,
Instructure has a distinct opportunity to be a true end-to-end
partner to students, teachers and administrators," said
Webster Chua, Partner at KKR.
"Instructure has evolved into an expansive platform focused on
delivering strong student outcomes under Thoma Bravo's stewardship.
We look forward to working with Steve and the Instructure
management team to accelerate growth and continue scaling its
global portfolio of products."
KKR is making its investment in Instructure through its North
America Fund XIII.
KKR will support Instructure in creating a broad-based equity
ownership program to provide all of the company's 1,700 employees
the opportunity to further participate in the benefits of ownership
after the transaction closes. This strategy is based on the belief
that team member engagement through ownership is a key driver in
building stronger companies. Since 2011, more than 50 KKR portfolio
companies have awarded billions of dollars of total equity value to
over 100,000 non-senior management employees.
"This transaction is the result of a deliberate and thoughtful
process and ultimately a great outcome for all shareholders," said
Holden Spaht, Managing Partner at
Thoma Bravo. "We've thoroughly enjoyed working with Steve and the
Instructure management team to transform the business into a
scaled, durable platform and we are excited to watch the next
chapter of growth unfold under KKR's ownership."
Brian Jaffee, a Partner at Thoma
Bravo, added, "Since our initial investment four and a half years
ago, it's been an incredible journey supporting such an important
company in the global education technology market. Instructure has
evolved into a true platform technology provider and we look
forward to watching the KKR team build on the company's impressive
foundation in the years to come."
TRANSACTION DETAILS
The transaction, which was unanimously approved by the
Instructure Board of Directors, is expected to close later this
year, subject to customary closing conditions, including receipt of
required regulatory approvals. In addition to approval by the
Instructure Board of Directors, Instructure stockholders holding a
majority of the outstanding voting securities of Instructure are
expected to approve the transaction by written consent. Once the
foregoing written consent has been delivered, no further action by
other Instructure stockholders will be required to approve the
transaction.
Upon completion of the transaction, Instructure's common stock
will no longer be listed on the New York Stock Exchange and
Instructure will become a privately held company. The Company will
remain headquartered in Salt Lake
City.
SECOND QUARTER 2024 FINANCIAL
RESULTS
Instructure plans to publish its second quarter 2024 financial
results on August 2, 2024 and will
not host a live conference call.
ADVISORS
J.P. Morgan Securities LLC acted as the lead financial advisor,
Macquarie Capital also acted as a financial advisor to
Instructure and Kirkland & Ellis LLP is serving as the legal
advisor to Instructure. Morgan Stanley & Co. LLC, Moelis
& Company LLC and UBS Investment Bank acted as financial
advisors and Simpson Thacher & Bartlett LLP acted as legal
advisor to KKR.
ABOUT INSTRUCTURE
Instructure (NYSE: INST) powers the delivery of education
globally and provides learners with the rich credentials they need
to create opportunities across their lifetimes. Today, the
Instructure ecosystem of products enables educators and
institutions to elevate student success, amplify the power of
teaching, and inspire everyone to learn together. With our global
network of learners, educators, partners and customers, we continue
to deliver on our vision to be the platform that powers learning
for a lifetime and turns that learning into opportunities. We
encourage you to discover more at www.instructure.com.
ABOUT KKR
KKR is a leading global investment firm that offers alternative
asset management as well as capital markets and insurance
solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world-class people, and supporting growth in its portfolio
companies and communities. KKR sponsors investment funds that
invest in private equity, credit and real assets and has strategic
partners that manage hedge funds. KKR's insurance subsidiaries
offer retirement, life and reinsurance products under the
management of Global Atlantic Financial Group. References to KKR's
investments may include the activities of its sponsored funds and
insurance subsidiaries. For additional information about KKR &
Co. Inc. (NYSE: KKR), please visit KKR's website at www.kkr.com.
For additional information about Global Atlantic Financial Group,
please visit Global Atlantic Financial Group's website at
www.globalatlantic.com.
ABOUT DRAGONEER
Dragoneer Investment Group is a growth-oriented investment firm
with over $23 billion under
management and a flexible mandate to invest in high-quality
businesses in both the public and private markets. For over a
decade, Dragoneer has partnered with management teams growing
exceptional companies, characterized by sustainable differentiation
and superior economic models. The firm seeks to deliver attractive
returns while maintaining a focus on capital preservation and
margin of safety. Dragoneer looks to partner with the best
businesses globally and has been an investor in companies such as
Airbnb, Alibaba, AmWINS, Atlassian, AppFolio, Bytedance, Dayforce,
Clearwater Analytics, Datadog, Doordash, Livongo, Nubank,
PointClickCare, Procore, Samsara, Slack, Snowflake, Spotify, Uber,
among others.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. All
statements other than statements of historical fact, including
statements about the proposed acquisition of Instructure Holdings,
Inc. (the "Company"), are forward-looking statements.
Forward-looking statements give the Company's current expectations
relating to the proposed merger and related
transactions. Company's financial condition, results of
operations, plans, objectives, future performance and
business. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current
facts. These statements may include words such as "anticipate,"
"estimate," "expect," "project," "plan," "intend," "believe,"
"may," "will," "should," "can have," "likely" and other words and
terms of similar meaning. These forward-looking statements are
based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company.
Because such statements are based on expectations as to future
financial and operating results and are not statements of fact,
actual results may differ materially from those projected and are
subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed merger may not be
completed in a timely manner or at all, which may adversely affect
the Company's business and the price of the Company's shares of
common stock; (ii) the failure to satisfy any of the conditions to
the consummation of the proposed transaction, including the receipt
of certain regulatory approvals; (iii) the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the related merger agreement, including in
circumstances requiring the Company to pay a termination fee; (iv)
the effect of the announcement or pendency of the proposed
transaction on the Company's business relationships, operating
results and business generally; (v) risks that the proposed
transaction disrupts the Company's current plans and operations;
(vi) the Company's ability to retain, hire and integrate skilled
personnel including the Company's senior management team and
maintain relationships with key business partners and customers,
and others with whom it does business, in light of the proposed
transaction; (vii) risks related to diverting management's
attention from the Company's ongoing business operations; (viii)
unexpected costs, charges or expenses resulting from the proposed
transaction; (ix) the ability to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the proposed merger; (x) potential litigation
relating to the proposed merger that could be instituted against
the parties to the proposed merger or their respective directors,
managers or officers, including the effects of any outcomes related
thereto; (xi) the impact of adverse general and industry-specific
economic and market conditions; (xii) certain restrictions during
the pendency of the proposed merger that may impact the Company's
ability to pursue certain business opportunities or strategic
transaction; (xiii) risks caused by delays in upturns or downturns
being reflected in the Company's financial position and results of
operations; (xiv) the impact of inflation, rising interest rates,
and global conflicts; (xv) uncertainty as to timing of completion
of the proposed merger; (xvi) risks that the benefits of the
proposed merger are not realized when and as expected; and (xvii)
other factors described under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2023, and the Company's
subsequent Quarterly Reports on Form 10-Q, each filed with the
Securities Exchange Commission (the "SEC"). The Company cautions
you that the important factors referenced above may not contain all
of the factors that are important to you. In addition, the Company
cannot assure you that the Company will realize the results or
developments expected or anticipated or, even if substantially
realized, that they will result in the consequences or affect the
Company or the Company's operations in the way the Company expects.
The forward-looking statements included in this press release are
made only as of the date hereof. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as otherwise required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This
communication is being made in respect of the pending merger. The
Company will prepare an information statement for its stockholders,
containing the information with respect to the proposed merger
specified in Schedule 14C promulgated under the Securities Exchange
Act of 1934, as amended, and describing the pending merger. When
completed, a definitive information statement will be mailed or
provided to the Company's stockholders. This press release is not a
substitute for the information statement, or any other document,
that the Company may file with the SEC or send to its stockholders
in connection with the proposed merger.
INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT
REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PENDING MERGER.
The Company's stockholders may obtain free copies of the
documents the Company files with the SEC from the SEC's website at
www.sec.gov or through the Investor Relations page of the Company's
website at https://ir.instructure.com under the link "Financials"
or by contacting the Company's Investor Relations by e-mail at
investors@instructure.com.
NO OFFER
No person has commenced soliciting proxies in
connection with the proposed transaction referenced in this press
release, and this press release is neither an offer to purchase nor
a solicitation of an offer to sell securities.
CONTACT
Instructure:
JP Schuerman
Corporate Communications
jp.schuerman@instructure.com
KKR:
Julia Kosygina or Emily
Cummings
(212) 750-8300
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SOURCE Instructure