Cloudera, an enterprise data cloud company, entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice (CD&R) and KKR in an all-cash transaction valued at approximately $5.3 billion. The transaction will result in Cloudera becoming a private company and is expected to close in the second half of 2021.
J.P. Morgan, Bank of America and KKR Capital Markets committed to provide debt financing for the transaction.
The board of directors of Cloudera unanimously approved the transaction and recommended that Cloudera shareholders approve the transaction and adopt the merger agreement. Entities related to Icahn Group, collectively holding approximately 18% of the outstanding shares of Cloudera common stock, entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of Cloudera common stock in favor of the transaction.
Cloudera shareholders will receive $16 in cash per share, representing a 24% premium to the closing price as of May 28 and a 30% premium to the 30-day volume weighted average share price.
“This transaction provides substantial and certain value to our shareholders while also accelerating Cloudera’s long-term path to hybrid cloud leadership for analytics that span the complete data lifecycle, from the Edge to AI,” Rob Bearden, CEO of Cloudera, said. “We believe that as a private company with the expertise and support of experienced investors such as CD&R and KKR, Cloudera will have the resources and flexibility to drive product-led growth and expand our addressable market opportunity.”
“We very much look forward to working with Cloudera as it continues to execute its long-term transformation strategy,” Jeff Hawn, operating partner of CD&R, who will serve as chairman of the company upon the close of the transaction, said. “The company has made significant progress establishing the Cloudera Data Platform (CDP) as a leader in hybrid and multi-cloud analytics, and we believe that our experience and capabilities can offer valuable support to accelerate expansion into new products and markets.”
Hawn’s past roles include serving as chairman and CEO of Quest Software, Vertafore and Attachmate.
“We have followed the Cloudera story closely for a number of years and are pleased to be supporting its mission of helping companies make better use of their data in the ever-evolving hybrid IT environment,” John Park, partner and head of Americas technology private equity at KKR, said. “We are excited to contribute to Cloudera’s accelerated innovation efforts as a private company.”
KKR is making the investment from its North American private equity funds, adding to its experience helping technology businesses, including GoDaddy, Internet Brands, Epicor, BMC, Optiv, Calabrio, Corel and 1-800 Contacts. CD&R’s investments in technology-related businesses include Epicor, Capco, m2gen, Sirius Computer Solutions and TRANZACT.
Closing of the deal is subject to customary closing conditions, including the approval of Cloudera shareholders and antitrust approval. The agreement includes a 30-day “go-shop” period expiring on July 1, which allows the board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties, with an additional 10 days to negotiate a definitive agreement with qualifying parties. The board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and Cloudera does not intend to disclose developments with respect to the solicitation process unless and until the board receives an acquisition proposal that it determines is a superior proposal or it otherwise determines such a disclosure is required.
Morgan Stanley is serving as exclusive financial advisor and Latham & Watkins is serving as legal advisor to Cloudera. GCA Advisors, BofA Securities, William Blair & Company, Perella Weinberg Partners, Cowen and J.P. Morgan are serving as financial advisors and Kirkland & Ellis and Debevoise & Plimpton are serving as legal advisor to CD&R and KKR.