1/ Instructure ($INST)'s preliminary proxy statement is out, which is doc describing upcoming shareholder vote on whether to accept the Thoma Bravo acquisition. sec.gov/Archives/edgar… #LMS #Canvas #edtech
2/ Doc has a lot of new details, including total price of deal (adding in stock options, etc): $1.959 billion
3/ Fees that Instructure would owe Thoma Bravo if deal does not go through: $29.3 million if superior bid comes in before Jan 8 (go-shop period) from party who had not already given bid, or $63.5 million otherwise. Instructure would get $136.9m if Bravo walks.
4/ Board of directors unanimous recommendations 1) to approve acquisition (technically called a merger), and 2) to approve executive compensation agreements tied up with acquisition.
5/ Timeline estimated for vote and completion of agreement in Q1 2020.
6/ Extensive "background of the merger" starting p 26, including initial informal offer of $53-$55 / share, subsequently reduced to $49-$51 / share after some due diligence; Bravo initial bid of $50, subsequently reduced to $47.60.
7/ No other bids have come in during go-shop period (thru Jan 8). Bank contacting 24 parties (9 had already been in talks, 15 new) to gauge interest, signed one new confidentiality agreement.
8/ Executives other than CEO Dan Goldsmith getting 6-month severance + 80% bonus package if terminated not for cause; CEO gets 12 months.
9/ Executives (Goldsmith, Kaminsky, Kaminer, DeBellis) and directors full packages (RSU = restricted stock units, basically compensation issued in form of stock); CEO Goldsmith getting $25m - not sure of conditions on $22m of RSUs. 
10/ Revenue, earnings (EBITDA), and free cash flow projections from management (p 56):
11/ Will read in more detail; add blog post with analysis.
@threadreaderapp unroll
