Item 8.01 Other Events.
As previously disclosed, on October 10, 2022, ForgeRock, Inc. ("ForgeRock")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Project Fortress Parent, LLC ("Parent") and Project Fortress Merger Sub, Inc.
("Merger Sub"), providing for the merger of Merger Sub with and into ForgeRock
(the "Merger"), with ForgeRock continuing as the surviving corporation of the
Merger and as a wholly owned subsidiary of Parent. Parent and Merger Sub are
affiliates of Thoma Bravo Fund XV, L.P., which is managed by Thoma Bravo, L.P.
The consummation of the Merger is subject to the satisfaction or waiver of
certain closing conditions, including the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act").
On December 22, 2022, ForgeRock and Parent each received a request for
additional information (together, the "Second Request") from the Department of
Justice (the "DOJ") in connection with the DOJ's review of the Merger. The
issuance of the Second Request extends the waiting period under the HSR Act
until 30 days after both ForgeRock and Parent have substantially complied with
the Second Request, unless the waiting period is terminated earlier by the DOJ
or extended by agreement of ForgeRock and Parent.
ForgeRock and Parent expect to promptly respond to the Second Request and to
continue working cooperatively with the DOJ as it conducts its review of the
Merger.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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