Thoma Bravo, LLC reached an agreement to acquire Sophos Group plc (LSE:SOPH) from a group of shareholders for approximately £3 billion on October 14, 2019. Under the terms of the transaction, each Sophos shareholder will be entitled to receive £5.83 in cash. Thoma Bravo will procure that a facility will be made available under which Sophos’ shareholders will be able to elect to receive cash consideration in british pound. The cash consideration payable to the Sophos’ shareholders will be financed by a combination of equity to be invested by funds managed and/or advised by Thoma Bravo and debt to be provided under an interim facilities agreement arranged by Goldman Sachs Bank USA. Goldman Sachs International is satisfied that sufficient resources are available to Thoma Bravo to satisfy in full the cash consideration payable to the Sophos’ shareholders under the terms of the acquisition. A joinder to the commitment letter and the fee letter originally entered into on October 14, 2019 relating to the financing of the Acquisition was executed by each Additional Interim Lender as an "Additional Initial Lender"; and each of BofA Securities, Inc., Barclays Bank PLC, Credit Suisse Loan Funding LLC and HSBC Securities (USA) Inc. as "Additional Lead Arrangers". Thoma Bravo has received irrevocable undertakings from all of the Sophos Directors, Pentagon Lock Entities (which are owned by funds advised by Apax Partners LLP), Jan Hruska and Peter Lammer. On October 25, 2019, each of Bank of America N.A., Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch and HSBC Bank USA, N.A. agreed to become lenders under the Interim Facilities Agreement. Transaction is subject to customary closing conditions, including approval of a majority in number representing not less than 75% in value of the relevant scheme shareholders present and voting in person or by proxy at the court meeting, which is convened by order of the court, and the passing of the resolutions necessary to implement the acquisition by the requisite majority of Sophos’ shareholders at the Sophos’ general meeting, European Commission taking a decision declaring the scheme compatible, all required filings having been made under the United States Hart-Scott-Rodino Antitrust, Thoma Bravo having received written notice from the Commonwealth Treasurer under the Australian Foreign Acquisitions and Takeovers Act 1975 to the effect that the Commonwealth Government does not object to the acquisition, having received written authorization from the French Minister of the Economy to the effect that the French Government duly authorizes the acquisition and all notifications, filings or applications which are deemed by Thoma Bravo to be necessary or reasonably considered to be appropriate having been made in connection with the acquisition and all necessary waiting and other time periods and all statutory and regulatory obligations in any jurisdiction having been complied with and all authorizations which are deemed by Thoma Bravo to be necessary or reasonably considered to be appropriate in any jurisdiction for or in respect of the acquisition Sophos from all appropriate third parties having been obtained. The Sophos’ Directors recommended unanimously that Sophos’ shareholders vote in favor of the scheme at the court meeting and the resolutions relating to the acquisition at the general meeting. Thoma Bravo has procured irrevocable commitments to vote in favor of the resolutions relating to the acquisition at the Meetings, including those from the Sophos’ Directors who own Sophos’ shares, in respect of, in aggregate, 132.9 million Sophos’ shares, representing approximately 27.2% of existing issued ordinary share capital of Sophos. As updated on October 16, 2019, Thoma has an irrevocable undertaking representing approximately 28.4% of Sophos' capital. As of November 12, 2019, the Federal Trade Commission approved the transaction. As of November 22, 2019, the irrevocable undertaking received by Thoma was reduced to approximately 23.3% of Sophos' capital. As of December 3, 2019, the requisite majority of Sophos’ shareholders voted to approve the transaction at the court meeting and the requisite majority of Sophos’ shareholders voted to pass the special resolution to implement the scheme, including the amendment of Sophos' articles of association, at the general meeting. As of February 26, 2020, Thoma Bravo became aware that a subsidiary of Sophos, Sophos Limited which has a limited regulatory permission from the UK Financial Conduct Authority. Therefore, Thoma Bravo will now notify UK Financial Conduct Authority about the acquisition. As of January 17, 2020, the European commission approved the transaction. As on February 25, 2020, the transaction was approved by the High Court of Justice in England and Wales. Effective date of the scheme is expected to be in the first quarter of 2020 plus 2 business days. As per the update on February 13, 2020, the transaction is expected to be closed on February 27, 2020. As of February 27, 2020, the transaction is expected to be closed on March 2, 2020. Gary Weiss, Bill Hutchings, James Robinson and Chris Wood of J.P. Morgan Securities plc, Cyrus Kapadia and Philippe Noël of Lazard, Jonathan Rowley and David Roberts of UBS AG London Branch acted as financial advisors for Sophos Group. Ward Waltemath, Mark Sorrell, Chris Emmerson and Jimmy Bastock of Goldman Sachs acted as financial advisor and Kirkland & Ellis International LLP acted as legal advisor to Thoma Bravo. Steve Cooke, Rob Innes, Will Turtle, Phil Linnard and Gareth Miles of Slaughter and May acted as legal advisors and Link Asset Services acted as registrar to Sophos. Tom Mercer and Tim Rennie of Ashurst ated as legal advisors for Goldman Sachs International. Amr Razzak, Scott Hopkins, Michael Leiter, Maria Raptis and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Sophos Group plc. Pudge David and Boobbyer Emma of Clifford Chance LLP acted as legal advisor to Apax Partners LLP. Thoma Bravo, LLC completed the acquisition of Sophos Group plc (LSE:SOPH) from a group of shareholders on March 2, 2020. Transaction became effective following the delivery of the court order to the Registrar of Companies. Stuart Fillingham and Alison Kennedy have been appointed to the Sophos' Board and Peter Gyenes, Sandra Bergeron, Roy Mackenzie, Charles Medlock, Vinodka Murria and Paul Walker have tendered their resignations and have stepped down from the Sophos' Board.