Thoma Bravo Fund XV, L.P., a fund managed by Thoma Bravo, L.P. made a proposal to acquire ForgeRock, Inc. (NYSE:FORG) from a group of shareholders on September 15, 2022. Thoma Bravo Fund XV, L.P., a fund managed by Thoma Bravo, L.P. entered into a definitive agreement to acquire ForgeRock, Inc. from a group of shareholders for $2.1 billion on October 10, 2022. Under the terms of the agreement, Thoma Bravo will acquire ForgeRock for $23.25 per share, in an all-cash transaction valued at approximately $2.3 billion. Upon completion of the transaction, ForgeRock?s common stock will no longer be publicly listed and ForgeRock will become a privately held company. Upon termination of the agreement, ForgeRock will pay a termination fee of $60 million. Upon consummation of the Merger, ForgeRock will cease to be a publicly traded company and its Class A common stock will be delisted from the New York Stock Exchange.

The transaction is subject to approval by ForgeRock?s shareholders, the receipt of required regulatory approvals, the waiting period (and any extensions thereof) applicable to the Merger pursuant to the HSR Act, will have expired or otherwise been terminated and other customary closing conditions. The transaction has been unanimously approved by the ForgeRock Board of Directors. The transaction was also approved by the Board of Thoma Bravo. As of December 22, 2022, ForgeRock and Thoma Bravo each received a request for additional information and documentary material from the Department of Justice (?DOJ?) in connection with 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. The parties have entered into an agreement (?Timing Agreement?) with the DOJ in connection with the Merger and the Second Request. Under the Timing Agreement, ForgeRock and Thoma Bravo have agreed that they will certify compliance with the Second Request no earlier than May 1, 2023 and will not consummate the Merger less than 75 days after compliance with the Second Request. Either ForgeRock or Thoma may terminate the transaction under certain circumstances, including if the effective time has not occurred by October 10, 2023 (the ?Termination Date?), which may be extended to January 10, 2024 if certain closing conditions related to the receipt of required regulatory approvals have not been satisfied at such time. As of January 13, 2023, the shareholders of ForgeRock voted to approve the agreement. The transaction is expected to close in the first half of 2023. ForgeRock continues to cooperate with the DOJ in connection with its review of the proposed acquisition and expects to consummate the transaction in the third quarter of 2023.

J.P. Morgan acted as financial advisor and provided fairness opinion to ForgeRock. Rezwan D. Pavri, Martin W. Korman, Michael Russell, Douglas K. Schnell and Remi Korenblit of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to ForgeRock. Corey D. Fox, Bradley C. Reed and Peter Stach of Kirkland & Ellis LLP acted as legal advisors to Thoma Bravo. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to Thoma Bravo. Caroline Gottschalk and Jakob Rendtorff of Simpson Thacher & Bartlett LLP advised J.P. Morgan Securities LLC. Mackenzie Partners, Inc. acted as the information agent to ForgeRock and will receive a fee of up to $15,000 for its servcies. American Stock Transfer & Trust Company, LLC acted as transfer agent to ForgeRock. J.P. Morgan received a fee from ForgeRock of $3 million for delivery of its opinion. ForgeRock has agreed to pay J.P. Morgan a transaction fee equal to 1.3% of the merger consideration upon the closing of the transaction, against which the opinion fee will be credited.

Thoma Bravo Fund XV, L.P., a fund managed by Thoma Bravo, L.P. completed the acquisition of ForgeRock, Inc. (NYSE:FORG) from a group of shareholders on August 23, 2023.