Instructure (INST) to be Acquired by KKR for $4.8 Billion, $23.60 Per Share
Instructure Holdings, Inc. (NYSE: INST) ("Instructure"), a leading learning ecosystem, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by KKR, a leading global investment firm, for
The Instructure management team, led by CEO
"Our leadership team laid out an aggressive go-forward strategy in our investor day presentation earlier this year," said Daly. "We believe Instructure has a significant growth runway as we focus on core markets, unlocking new opportunities and continuing to build the Instructure Learning Ecosystem. It was immediately apparent that KKR is aligned with our long-term vision and growth strategy and we look forward to working closely with them. Together, we'll expect to build on our position as the education platform that powers learning for a lifetime and turns education into opportunities for all learners globally."
Instructure is a leading global provider of learning management, education-tech effectiveness and credentialing solutions. The Instructure ecosystem of products enhances the lives and outcomes of students, professional learners and educators. The company has impacted approximately 200 million learners across more than 100 countries with a thriving community of over 1,000 partners. Together with its expansive network of educators, learners and partners, the company is committed to broadening its platform and delivering
"Given its unique positioning at the center of academic life, Instructure has a distinct opportunity to be a true end-to-end partner to students, teachers and administrators," said
KKR is making its investment in Instructure through its North America Fund XIII.
KKR will support Instructure in creating a broad-based equity ownership program to provide all of the company's 1,700 employees the opportunity to further participate in the benefits of ownership after the transaction closes. This strategy is based on the belief that team member engagement through ownership is a key driver in building stronger companies. Since 2011, more than 50 KKR portfolio companies have awarded billions of dollars of total equity value to over 100,000 non-senior management employees.
"This transaction is the result of a deliberate and thoughtful process and ultimately a great outcome for all shareholders," said
TRANSACTION DETAILS
The transaction, which was unanimously approved by the Instructure Board of Directors, is expected to close later this year, subject to customary closing conditions, including receipt of required regulatory approvals. In addition to approval by the Instructure Board of Directors, Instructure stockholders holding a majority of the outstanding voting securities of Instructure are expected to approve the transaction by written consent. Once the foregoing written consent has been delivered, no further action by other Instructure stockholders will be required to approve the transaction.
Upon completion of the transaction, Instructure's common stock will no longer be listed on the New York Stock Exchange and Instructure will become a privately held company. The Company will remain headquartered in
SECOND QUARTER 2024 FINANCIAL RESULTS
Instructure plans to publish its second quarter 2024 financial results on
ADVISORS
J.P. Morgan Securities LLC acted as the lead financial advisor, Macquarie Capital also acted as a financial advisor to Instructure and Kirkland & Ellis LLP is serving as the legal advisor to Instructure. Morgan Stanley & Co. LLC, Moelis & Company LLC and UBS Investment Bank acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal advisor to KKR.