![]() TransitionManager and Carbonite Migrate Integration Drives 92% Reduction of Costs Versus Using Free ToolsĬarbonite, Inc. Webroot will be led by John Post, formerly Webroot's Chief Financial Officer, as Senior Vice President and General Manager, and will report directly to Mohamad Ali, President and Chief Executive Officer of Carbonite. The purchase price was funded with existing cash on hand and funds secured under a new $550 million term loan. from Accel, Technology Crossover Ventures on March 26, 2019. (NasdaqGM:CARB) completed the acquisition of Webroot Inc. James Cross, Edward Bersuder, Teresita Acedo, Graham Robinson, Faiz Ahmad, Chadé Severin, Marissa Leonce, Merric Kaufman, Moshe Spinowitz, Leonard Greenberg, Ken Kumayama, Brittany Hazelwood, David Schwartz and Hannah Fraley of Simpson Thacher & Barlett LLP acted as legal advisors to Carbonite.Ĭarbonite, Inc. acted as financial advisor to Webroot while Goodwin Procter LLP and Holland & Hart LLP acted as legal advisors. Graham Robinson, Faiz Ahmad, Hannah Fraley, Leonard Greenberg, Brittany Hazelwood, Merric Kaufman, Ken Kumayama, Marissa Leonce, Kenneth Schwartz, Chade Severin and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Carbonite. RBC Capital Markets, LLC and Barclays acted as financial advisors to Carbonite. The transaction is expected to be immediately accretive on an earnings and cash flow basis, following the close of the transaction. The merger is expected to be consummated in the first quarter of 2019. The transaction will be terminated if it has not been consummated by May 8, 2019, which date is subject to extension in certain circumstances with respect to regulatory clearance. As of February 28, 2018, the Federal Trade Commission granted early expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. The transaction has been unanimously approved by the Board of Directors of Carbonite and Webroot and by requisite percentage of stockholders of Webroot. The consummation of the merger is not subject to a financing condition. The consummation of the merger is subject to certain conditions, including the receipt of regulatory clearance, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Peter Gyenes resigned as a member of the Board. Certain members of Webroot's management team have entered into employment agreements and restrictive covenant agreements with the Carbonite, which will become effective upon consummation of the Merger. Linda Connly was appointed to serve as a director on the Board of Directors of the Carbonite. ![]() ![]() Webroot's revenue was approximately $215 million for the fiscal year ended June 30, 2018. Upon closing, Webroot will continue as a wholly owned subsidiary of the Carbonite. Barclays, Citizens Banks, and RBC Capital Markets, LLC have provided committed financing in support of the transaction. Carbonite will fund the transaction with existing cash on hand and loan facility of $550 million and a five-year senior secured revolving credit facility. and Royal Bank of Canada for a seven-year senior secured term. The consideration will be paid in cash and is subject to adjustment with respect to cash, debt, transaction expenses and working capital. Pursuant to the transaction, Carbonite entered into a financing commitment letter with Barclays Bank PLC, Citizens Bank, N.A. Each outstanding and unexercised stock option of Webroot will be terminated and cancelled upon the consummation of the merger in exchange for a cash payment based on the merger consideration (net of option exercise price and applicable taxes). Under the terms of the transaction, Carbonite will acquire common shares and series A preferred shares of Webroot. from Accel, Technology Crossover Ventures for approximately $620 million on February 7, 2019. (NasdaqGM:CARB) entered into a definitive agreement to acquire Webroot Inc. ![]()
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