UserTesting stockholders to receive $7.50 per
share in cash
Deal price represents a 97% premium to the
30-day VWAP
UserTesting to become a privately held company
upon completion of the transaction
UserTesting, Inc. (NYSE: USER), a leader in video-based human
insight, today announced that it has entered into a definitive
agreement to be acquired by Thoma Bravo, a leading software
investment firm, and Sunstone Partners for $7.50 per share, in an
all-cash transaction valued at approximately $1.3 billion. The
offer represents a premium of approximately 94% over UserTesting’s
closing stock price on October 26, 2022 and a premium of
approximately 97% over the volume weighted average price (VWAP) of
UserTesting’s shares for the 30 trading days ended October 26,
2022.
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.
UserTesting’s CEO, Andy MacMillan, will lead the combined company.
Additionally, the combined company will benefit from the operating
capabilities, capital support, and industry expertise of Thoma
Bravo and Sunstone Partners.
The companies’ complementary offerings will create a powerful
end-to-end solution in the customer experience space—helping more
organizations around the globe innovate, drive revenue, manage
risk, and deliver exceptional customer experiences. UserZoom is a
user experience (UX) insights company empowering its customers with
tools to conduct high quality research and increase research
productivity. By combining UserZoom’s multi-method research
capabilities, proprietary benchmarking methodology, and research
repository with UserTesting’s proprietary contributor network and
enterprise-scale experience testing platform, customers will be
able to leverage the strength of both solutions to build better
product, customer, employee, and brand experiences.
“We believe the combination of UserTesting and UserZoom will
unlock tremendous value for our customers by further integrating
and expanding the suite of research methods, testing types, and
measurement options available—all while making the voice of the
customer and human insight more accessible across an organization
and easily integrated into their processes and workflows,” said
Andy MacMillan, CEO of UserTesting. “We are pleased to partner with
Thoma Bravo and Sunstone Partners to build upon our award winning
Human Insight Platform to further innovate in the CX space and
continue to serve a growing number of teams and use cases. We are
confident that this transaction—joining two complementary players
in the customer experience space to form a new private
company—offers the most compelling value creation for all of our
stakeholders, and is a testament to the value of human insight, the
UserTesting platform, our talented team, and loyal customer
base.”
“We live in a digital experience-first world, one where the
quality of the user and customer experience will distinguish the
winners from the losers. The combination of UserTesting and
UserZoom's solutions will help democratize experience insights to
enable companies to make the right decisions, be innovative, and
ultimately deliver experiences their customers love,” said Alfonso
de la Nuez, Co-Founder and Chief Visionary Officer of UserZoom.
“We are excited to bring together the complementary expertise of
UserTesting and UserZoom to create a leading, integrated solution
that delivers real-time, data-driven feedback to organizations
globally,” said A.J. Rohde, a Senior Partner at Thoma Bravo. “Our
acquisition of UserTesting is a testament to our belief that
customer experience is mission critical to organizations, and the
combined company will be well-positioned to further market
expansion, accelerate innovation, and provide even greater insights
to its customers. We look forward to leveraging the deep experience
we have cultivated in the customer experience and user experience
space to help the combined company capture the tremendous growth
opportunities ahead.”
Transaction Details
The transaction, which was unanimously approved by the
UserTesting board of directors, is currently expected to close in
the first half of 2023, subject to customary closing conditions,
including approval by UserTesting’s stockholders and the receipt of
required regulatory approvals. The UserTesting board of directors
unanimously recommends that UserTesting stockholders vote in favor
of the transaction at the Special Meeting of Stockholders to be
called in connection with the transaction. 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 at 11:59 p.m.
Pacific time 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.
UserTesting’s board of directors will have the right to terminate
the merger agreement to enter into a superior proposal subject to
the terms and conditions of the merger agreement. There can be no
assurance that this “go-shop” will result in a superior proposal,
and UserTesting does not intend to disclose developments with
respect to the solicitation process unless and until it determines
such disclosure is appropriate or otherwise required.
Third Quarter 2022 Financial Results
UserTesting will announce its financial results for its third
quarter today, October 27, 2022. The news release will be available
on the Investor Relations section of the company’s website. In
light of the announced transaction with Thoma Bravo and Sunstone
Partners, UserTesting will not conduct an earnings conference
call.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor and Fenwick & West LLP is serving as legal counsel to
UserTesting. Kirkland & Ellis LLP is serving as legal counsel
to Thoma Bravo and Goodwin Procter LLP is serving as legal counsel
to Sunstone Partners.
About UserTesting
UserTesting (NYSE: USER) has fundamentally changed the way
organizations get insights from customers with fast, opt-in
feedback and experience capture technology. The UserTesting® Human
Insight Platform taps into our global network of real people and
generates video-based recorded experiences, so anyone in an
organization can directly ask questions, hear what users say, see
what they mean, and understand what it’s actually like to be a
customer. Unlike approaches that track user behavior then try to
infer what that behavior means, UserTesting reduces guesswork and
brings customer experience data to life with human insight.
UserTesting has more than 2,500 customers, including more than half
of the world’s top 100 most valuable brands according to Forbes.
UserTesting is headquartered in San Francisco, California. To learn
more, visit www.usertesting.com.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $122 billion in assets under management as of
June 30, 2022. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired or invested in more than 400 companies representing
over $220 billion in enterprise value. The firm has offices in
Chicago, Miami and San Francisco. For more information, visit
www.thomabravo.com.
About Sunstone Partners
Sunstone Partners is a growth-oriented private equity firm that
makes majority and minority investments in technology-enabled
services and software businesses. Sunstone Partners first invested
in Userzoom in 2016 and remains a significant minority owner.
Founded in 2015, the firm has over $1.7 billion committed to its
three funds. Sunstone Partners has been recognized as one of Inc.
magazine’s “Founder-Friendly Investors” in 2020, 2021, and 2022.
For more information, visit www.sunstonepartners.com.
Additional Information and Where to Find It
In connection with the proposed transaction, UserTesting will
file relevant materials with the Securities and Exchange Commission
(SEC), including a preliminary and definitive proxy statement.
Promptly after filing the definitive proxy statement, UserTesting
will mail the definitive proxy statement and a proxy card to
UserTesting stockholders. USERTESTING’S STOCKHOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders of UserTesting will be able to obtain a
free copy of these documents, when they become available, at the
website maintained by the SEC at www.sec.gov or free of charge at
https://ir.usertesting.com.
Participants in the Solicitation
UserTesting and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
UserTesting’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in UserTesting’s proxy statement for its
2022 annual meeting of stockholders, which was filed with the SEC
on April 20, 2022. UserTesting stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of UserTesting
directors and executive officers in the transaction, which may be
different than those of UserTesting stockholders generally, by
reading the proxy statement and any other relevant documents that
are filed or will be filed with the SEC relating to the proposed
transaction. You may obtain free copies of these documents using
the sources indicated above.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on UserTesting’s current expectations,
estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its
business and industry, management’s beliefs and certain assumptions
made by UserTesting, Thoma Bravo and Sunstone Partners, all of
which are subject to change. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,”
“seek,” “see,” “will,” “may,” “would,” “might,” “potentially,”
“estimate,” “continue,” “expect,” “target,” similar expressions or
the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond
UserTesting’s control, and are not guarantees of future results,
such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action
required to consummate the transaction on a timely manner or at
all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining stockholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of UserTesting’s business and
other conditions to the completion of the transaction; (ii) the
impact of the COVID-19 pandemic, inflation, foreign exchange rates
and general economic conditions on UserTesting’s business; (iii)
UserTesting’s ability to implement its business strategy; (iv)
significant transaction costs associated with the proposed
transaction; (v) potential litigation relating to the proposed
transaction; (vi) the risk that disruptions from the proposed
transaction will harm UserTesting’s business, including current
plans and operations; (vii) attraction and retention of qualified
employees; (viii) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed transaction; (ix) general economic and
market developments and conditions; (x) UserTesting’s ability to
stay in compliance with laws and regulations that currently apply
or become applicable to UserTesting’s business both in the United
States and internationally; (xi) potential business uncertainty,
including changes to existing business relationships, during the
pendency of the merger that could affect UserTesting’s financial
performance; (xii) restrictions during the pendency of the proposed
transaction that may impact UserTesting’s ability to pursue certain
business opportunities or strategic transactions; and (xiii)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as UserTesting’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed
in the proxy statement to be filed with the SEC in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors presented in the proxy statement will
be, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on UserTesting’s financial
condition, results of operations or liquidity. UserTesting does not
assume any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20221027005558/en/
For UserTesting
Investor Relations Contact: Sapphire Investor Relations,
LLC Erica Mannion and Mike Funari ir@usertesting.com
617-542-6180
Media Contact: UserTesting, Inc. press@usertesting.com
Or
FGS Global John Christiansen / Danya Al-Qattan
john.christiansen@fgsglobal.com / danya.al-qattan@fgsglobal.com
For Thoma Bravo Thoma Bravo Communications Megan Frank
(212) 731-4778 mfrank@thomabravo.com
Or
FGS Global Liz Micci / Nicky Bryan liz.micci@fgsglobal.com /
nicky.bryan@fgsglobal.com (347) 675-2883 / (646) 436-6126
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