Instructure to be Acquired by KKR for $4.8 Billion
Instructure Holdings, Inc. (NYSE: INST), a leading learning ecosystem, has announced its acquisition by KKR for $4.8 billion. The all-cash transaction values Instructure at $23.60 per share, representing a 16% premium over its unaffected share price. KKR, with participation from Dragoneer Investment Group, will acquire all outstanding shares, including those owned by Thoma Bravo, Instructure's existing majority owner.
The current management team, led by CEO Steve Daly, will continue to lead the company. KKR plans to support Instructure's growth strategy, focusing on core markets and building the Instructure Learning Ecosystem. The transaction is expected to close later this year, subject to regulatory approvals and shareholder consent. Upon completion, Instructure will become a privately held company and delist from the NYSE.
Instructure Holdings, Inc. (NYSE: INST), un ecosistema di apprendimento leader, ha annunciato la sua acquisizione da parte di KKR per 4.8 miliardi di dollari. La transazione completamente in contante valorizza Instructure a 23,60 dollari per azione, rappresentando un premio del 16% rispetto al prezzo delle azioni prima dell'annuncio. KKR, con la partecipazione di Dragoneer Investment Group, acquisterà tutte le azioni in circolazione, comprese quelle possedute da Thoma Bravo, l'attuale azionista di maggioranza di Instructure.
Il team di gestione attuale, guidato dal CEO Steve Daly, continuerà a dirigere l'azienda. KKR prevede di supportare la strategia di crescita di Instructure, concentrandosi sui mercati core e costruendo l'Ecosistema di Apprendimento Instructure. La transazione dovrebbe chiudersi entro la fine dell'anno, soggetta all'approvazione delle autorità regolatorie e al consenso degli azionisti. Una volta completata, Instructure diventerà una società privata e sarà ritirata dal NYSE.
Instructure Holdings, Inc. (NYSE: INST), un ecosistema de aprendizaje líder, ha anunciado su adquisición por parte de KKR por 4.8 mil millones de dólares. La transacción totalmente en efectivo valora a Instructure en 23.60 dólares por acción, representando un premio del 16% sobre su precio de acción anterior al anuncio. KKR, con la participación de Dragoneer Investment Group, adquirirá todas las acciones en circulación, incluidas las que posee Thoma Bravo, el actual propietario mayoritario de Instructure.
El equipo de gestión actual, liderado por el CEO Steve Daly, continuará dirigiendo la empresa. KKR planea apoyar la estrategia de crecimiento de Instructure, enfocándose en los mercados principales y construyendo el Ecosistema de Aprendizaje de Instructure. Se espera que la transacción cierre a finales de este año, sujeto a aprobaciones regulatorias y consentimiento de los accionistas. Al completarse, Instructure se convertirá en una empresa privada y será retirada de la NYSE.
인스트럭처 홀딩스, Inc. (NYSE: INST), 선도적인 학습 생태계, 가 KKR에 의해 48억 달러에 인수되었다고 발표했습니다. 현금으로 이루어진 이번 거래는 인스트럭처의 주가를 주당 23.60 달러로 평가하며, 이는 비영향 가격보다 16% 프리미엄을 나타냅니다. KKR은 드래곤니어 투자 그룹의 참여로 인스트럭처의 기존 대주주인 토마 브라보가 소유한 모든 발행주식을 인수할 것입니다.
현재 경영진은 CEO 스티브 데일이 이끌며 회사를 계속 운영합니다. KKR은 인스트럭처의 성장 전략을 지원할 계획이며, 핵심 시장에 집중하고 인스트럭처 학습 생태계 구축에 힘쓸 것입니다. 이번 거래는 연말까지 완료될 것으로 예상되며, 규제 승인 및 주주 동의가 필요합니다. 거래 완료 후 인스트럭처는 사기업으로 전환되고 NYSE에서 상장 폐지됩니다.
Instructure Holdings, Inc. (NYSE: INST), un écosystème d'apprentissage de premier plan, a annoncé son acquisition par KKR pour 4,8 milliards de dollars. Cette transaction entièrement en espèces valorise Instructure à 23,60 dollars par action, représentant une prime de 16% par rapport à son prix d'action non affecté. KKR, avec la participation de Dragoneer Investment Group, acquerra toutes les actions en circulation, y compris celles détenues par Thoma Bravo, l'actionnaire majoritaire actuel d'Instructure.
L'équipe de direction actuelle, dirigée par le PDG Steve Daly, continuera à diriger l'entreprise. KKR prévoit de soutenir la stratégie de croissance d'Instructure, en se concentrant sur les marchés clés et en construisant l'écosystème d'apprentissage d'Instructure. La transaction devrait être finalisée plus tard cette année, sous réserve des approbations réglementaires et du consentement des actionnaires. Une fois terminée, Instructure deviendra une entreprise privée et sera retirée de la NYSE.
Instructure Holdings, Inc. (NYSE: INST), ein führendes Lernökosystem, hat die Übernahme durch KKR für 4,8 Milliarden Dollar angekündigt. Die vollständig in bar durchgeführte Transaktion bewertet Instructure mit 23,60 Dollar pro Aktie, was einen 16% Aufschlag gegenüber dem nicht beeinträchtigten Aktienkurs darstellt. KKR, mit Beteiligung von Dragoneer Investment Group, wird alle ausstehenden Aktien übernehmen, einschließlich der von Thoma Bravo, dem aktuellen Mehrheitseigentümer von Instructure.
Das derzeitige Managementteam, angeführt von CEO Steve Daly, wird das Unternehmen weiterhin leiten. KKR plant, die Wachstumsstrategie von Instructure zu unterstützen und sich auf die Kernmärkte zu konzentrieren sowie das Instructure-Lernökosystem aufzubauen. Die Transaktion soll noch in diesem Jahr abgeschlossen werden, vorbehaltlich der regulatorischen Genehmigungen und der Zustimmung der Aktionäre. Nach Abschluss wird Instructure ein privat geführtes Unternehmen werden und von der NYSE ausgeschlossen.
- Acquisition price of $23.60 per share represents a 16% premium over unaffected share price
- KKR to support increased investment in technology and innovation across Instructure's global learning platform
- Management team to remain in place, ensuring continuity of leadership and strategy
- KKR to implement broad-based equity ownership program for all 1,700 employees
- Company aims to deliver $1B in revenue by 2028
- Delisting from NYSE may reduce liquidity for current shareholders
- Transition to private ownership could potentially limit public transparency and investor access
Insights
This acquisition of Instructure by KKR marks a significant shift in the edtech landscape. The
The transaction's structure as an all-cash deal provides immediate value to shareholders, eliminating market uncertainties. However, it also means current shareholders won't benefit from potential future upside as the company goes private.
Instructure's ambitious goal of reaching
KKR's plan to implement a broad-based equity ownership program for Instructure's 1,700 employees is a notable aspect of this deal. This approach, aimed at enhancing employee engagement and retention, could be a key factor in achieving the company's growth targets in a sector where talent is crucial.
From a market perspective, this deal reflects the ongoing trend of private equity firms acquiring public companies in the technology sector, particularly those with stable recurring revenues like Instructure. It also highlights the perceived value in edtech platforms that can provide end-to-end solutions in the evolving education landscape.
Instructure's acquisition by KKR represents a significant development in the edtech sector. As a leading learning ecosystem provider, Instructure's platform, particularly its core products Canvas and Parchment, has been instrumental in shaping digital learning environments globally.
The company's impact on approximately 200 million learners across more than 100 countries underscores its substantial market penetration. This extensive reach, coupled with a network of over 1,000 partners, positions Instructure as a key player in the global edtech market.
KKR's commitment to increase investment in technology and innovation across Instructure's platform is crucial. The edtech landscape is rapidly evolving, with emerging technologies like AI and machine learning reshaping learning experiences. Increased R&D investment could help Instructure maintain its competitive edge and potentially introduce groundbreaking features to its ecosystem.
The transition to a privately held company under KKR's ownership might allow Instructure more flexibility in its long-term strategy and product development. Without the pressure of quarterly earnings reports, the company could potentially take on more ambitious, longer-term projects that could reshape the edtech landscape.
However, the challenge lies in balancing innovation with the needs of its existing user base. Any significant changes to core products like Canvas must be carefully managed to ensure continued user satisfaction and adoption rates. The success of this acquisition will largely depend on how well KKR and Instructure's management team navigate these technological and market challenges in the coming years.
The acquisition of Instructure by KKR is a significant move in the edtech market, reflecting broader trends in the industry. The global edtech market has been experiencing robust growth, accelerated by the COVID-19 pandemic and is projected to reach
Instructure's position as a leading provider of learning management and education-tech effectiveness solutions makes it a valuable asset in this growing market. The company's impact on 200 million learners across more than 100 countries demonstrates its global reach and market penetration.
The
Instructure's goal to reach
However, the edtech market is becoming increasingly competitive, with both established players and innovative startups vying for market share. Instructure will need to continue innovating and expanding its product offerings to maintain its competitive edge. The additional resources and strategic support from KKR could be important in this regard.
The transition to private ownership could allow Instructure more flexibility in its strategic decisions and potentially accelerate its product development and market expansion efforts. This could be particularly beneficial in a rapidly evolving market where agility and innovation are key to success.
Instructure shareholders to receive
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
"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
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
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
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