Guidewire Software to be Acquired by Vista Equity Partners for $4.6B

TL;DR

Guidewire going private in $4.6B Vista deal, expected to close Q2 2025.

AI Summary

Guidewire Software, Inc. announced on December 17, 2024, that it has entered into a definitive agreement to be acquired by Vista Equity Partners. The transaction is valued at approximately $4.6 billion. This acquisition is expected to close in the second quarter of 2025, subject to customary closing conditions.

Why It Matters

This significant acquisition by a major private equity firm indicates a substantial valuation for Guidewire and may lead to strategic changes under new ownership.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, which introduces a level of uncertainty until completion.

Key Numbers

• $4.6B — Acquisition Value (Total price Vista Equity Partners is paying for Guidewire Software.)
• Q2 2025 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)

Key Players & Entities

• Guidewire Software, Inc. (company) — Company being acquired
• Vista Equity Partners (company) — Acquiring company
• $4.6 billion (dollar_amount) — Acquisition valuation
• December 17, 2024 (date) — Date of agreement
• second quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value GWRE New York Stock Exchange
• $100.0 million — e "2025 Notes") to retire approximately $100.0 million aggregate principal amount of the 2025
• $153.5 million — ate cash consideration of approximately $153.5 million (the "Partial Retirement"), which inclu
• $53.2 million — f the Partial Retirement, approximately $53.2 million related to the amount paid in excess of
• $179.1 million — g the Partial Retirement, approximately $179.1 million aggregate principal amount of the 2025

Filing Documents

• gwre-20241217.htm (8-K) — 23KB
• 0001528396-24-000201.txt ( ) — 142KB
• gwre-20241217.xsd (EX-101.SCH) — 2KB
• gwre-20241217_lab.xml (EX-101.LAB) — 21KB
• gwre-20241217_pre.xml (EX-101.PRE) — 12KB
• gwre-20241217_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. During the period from December 12, 2024 through December 19, 2024, Guidewire Software, Inc. entered into transactions with certain holders of its outstanding 1.25% Convertible Senior Notes due March 2025 (the "2025 Notes") to retire approximately $100.0 million aggregate principal amount of the 2025 Notes for aggregate cash consideration of approximately $153.5 million (the "Partial Retirement"), which includes accrued interest. The Partial Retirement was settled on December 17, 2024 and December 20, 2024. As a result of the Partial Retirement, approximately $53.2 million related to the amount paid in excess of the aggregate principal amount will be recorded in other income (expense) on the condensed consolidated statement of operations during the second quarter of fiscal year 2025 and excluded from our non-GAAP financial measures. Following the Partial Retirement, approximately $179.1 million aggregate principal amount of the 2025 Notes remained outstanding and due in March 2025. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 20, 2024 GUIDEWIRE SOFTWARE, INC. By: /s/ JEFF COOPER Jeff Cooper Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR