Thoma Bravo’s Proofpoint Taps JPMorgan, UBS on Varonis Debt Deal

Thoma Bravo-backed Proofpoint Inc. has locked in $1.25 billion in financing to support its acquisition of fellow cybersecurity company Varonis Systems Inc., according to people familiar with the matter.

JPMorgan Chase & Co. and UBS Group AG have been appointed to lead a transaction to sell that debt in the high-yield bond market at a later date, said the people, who requested anonymity to discuss a private transaction. The deal is expected to close in the first half of 2027.

Representatives for Thoma Bravo, Proofpoint, JPMorgan and UBS declined to comment. A representative for Varonis didn’t immediately respond to requests for a comment.

Proofpoint agreed to pay $49.75 a share in cash for Varonis, according to a statement on Thursday, confirming an earlier Bloomberg News report. That price valued the company at about $6.3 billion.

Thoma Bravo said it is providing equity financing for the purchase of Varonis, while the Ontario Teachers’ Pension Plan has also agreed to make an investment in Proofpoint to support the acquisition.

It’s one of at least two software acquisitions announced this week after private equity firm GTCR and Elliott Investment Management agreed to buy insurance-software maker CCC Intelligent Solutions Holdings Inc. for $4.6 billion on Thursday.

Financing for Varonis also follows renewed talks for a debt deal supporting Qualtrics International Inc.’s acquisition of Press Ganey Forsta.

In July, Proofpoint extended the maturity of $4.3 billion of debt by two years. That deal required dozens of creditor-friendly amendments in order to win over lenders. Proofpoint still has $735 million in debt due in 2028 that was not extended.

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