KnowBe4, Inc. (KnowBe4) (Nasdaq: KNBE), the provider of the world’s largest security awareness training and simulated phishing platform, has announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (Vista) in an all-cash transaction valued at approximately US$4.6 billion on an equity value basis. In connection with the transaction, Vista has entered into support agreements with Stu Sjouwerman, founder, Chairman and Chief Executive Officer of KnowBe4, and investment funds affiliated with KKR and Elephant Partners. Under these agreements, which collectively account for approximately 83% of KnowBe4’s outstanding voting power, the applicable stockholders have agreed to vote all of their shares of KnowBe4 common stock in favor of the transaction, subject to certain terms and conditions contained therein, and to roll some of their existing equity into the acquiring company or purchase equity in the acquiring company.
Latham & Watkins LLP represents Elephant Partners in the transaction with a corporate deal team led by Chicago partner Bradley Faris and Boston partner Hans Brigham, with associates Grace Kim and Jack DeMeulenaere. Advice was also provided on SEC disclosure matters by Chicago partner Scott Westhoff, with associate Andrew Rutsky; on antitrust matters by Bay Area partner Hanno Kaiser, Washington, D.C. counsel Britton Davis, and Brussels counsel Tomas Nilsson, with associate Nathaniel Amann; on regulatory matters by Washington, D.C. partner Les Carnegie, with associate Zachary Eddington; and on tax matters by Bay Area partner Grace Lee, with associate Jake Meninga.