Education software company Instructure acquired by Chicago equity firm

Education technology company Instructure has been acquired by Thoma Bravo LLC, a Chicago-based private equity investment firm, in an all-cash transaction that values Salt Lake City-based Instructure at an aggregate equity value of approximately $2 billion. As part of the terms of the agreement, Instructure stockholders will receive $47.60 in cash per share. The price per share represents an 18 percent premium over the company’s three-month volume-weighted average price as of Oct. 27.

“After a thorough review of strategic alternatives, the Instructure board of directors is pleased to reach this agreement,” said Josh Coates, executive chairman of the board.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the company in their current roles. Thoma Bravo will support Instructure as it increases investment in education technology innovation and expands internationally, the company said.

Founded in 2008, Instructure employs over 800 people.

“Instructure believes the opportunity to become a private company will provide additional flexibility and position us to invest more strategically to drive innovation for our customers,” said Goldsmith. “We look forward to working closely with all parties to complete this transaction and enter into our next chapter of growth and industry leadership.”

“Instructure’s Canvas product is the gold standard for learning management systems in the global education market,” said Holden Spaht, a managing partner at Thoma Bravo. “We are excited to partner with Dan and the senior management team to support continued investment and innovation in the company’s market-leading products and world-class customer support.”

Brian Jaffee, a principal at Thoma Bravo, added, “We’ve followed the impressive Instructure growth story for many years and believe Canvas is a highly unique vertical market SaaS leader with exciting scale and future growth potential. We look forward to building on the strong momentum in the business and accelerating growth and product investment both organically and through M&A.”

Instructure’s headquarters will remain in Salt Lake City, with regional offices across the United States and abroad. Closing of the transaction is subject to approval by Instructure stockholders and certain regulatory and antitrust authorities and the satisfaction of customary closing conditions. The transaction is expected to close in the first quarter of 2020 and is not subject to a financing condition. Upon completion of the acquisition, Instructure will become wholly owned by Thoma Bravo. The agreement includes a 35-day “go-shop” period expiring on Jan. 8, 2020, which permits Instructure’s board and advisors to solicit alternative acquisition proposals from third parties.