Synopsys to Sell Software Integrity Business to Clearlake Capital and Francisco Partners

Cleary Gottlieb is representing Synopsys, Inc. (Synopsys), which announced that it has entered into a definitive agreement with Clearlake Capital Group L.P. (Clearlake) and Francisco Partners for the sale of its Software Integrity Group business 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.

Upon completion of the transaction, the business will emerge as a newly independent application security testing software provider.

The transaction, which was unanimously approved by Synopsys’ board of directors, was announced on May 6, 2024, and is expected to close in the second half of 2024, subject to customary closing conditions including the receipt of required regulatory approvals.

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.

For more information, please see the press release here.