Synopsys Completes Sale of Software Integrity Business to Clearlake Capital and Francisco Partners

Cleary Gottlieb represented Synopsys Inc. (Synopsys) in the sale of its Software Integrity Group business to Clearlake Capital Group L.P. (Clearlake) and Francisco Partners in a transaction with a total value of up to $2.1 billion, including up to $475 million in cash payable upon Francisco Partners and Clearlake achieving a specified rate of return in connection with one or more liquidity transactions.

The business will be an independent application security testing software provider.

The transaction, which was unanimously approved by Synopsys’ board of directors, was announced on May 6, 2024, and closed on September 30, 2024.

Synopsys’ Software Integrity Group provides integrated software solutions that transform the way development teams build and deliver software, accelerating innovation while addressing business risk. Its comprehensive, industry-leading portfolio of software security products interoperates with third-party and open-source tools, allowing organizations to leverage existing investments to build the security program that is best for them.

Founded in 2006, Clearlake is an investment firm operating integrated businesses across private equity, credit, and other related strategies. With a sector-focused approach, the firm seeks to partner with experienced management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational improvement approach, O.P.S. The firm’s core target sectors are technology, industrials, and consumer. Clearlake currently has over $75 billion of assets under management, and its senior investment principals have led or co-led over 400 investments. The firm is headquartered in Santa Monica, California, with affiliates in Dallas, Texas; London, England; Dublin, Ireland, and Singapore.

Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch nearly 25 years ago, Francisco Partners has invested in more than 400 technology companies, making it one of the most active and longstanding investors in the technology industry. With approximately $45 billion in capital raised to date, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential.