SailPoint Parent, LP Files S-1/A for Corporate Conversion

Ticker: SAIL · Form: S-1/A · Filed: 2025-02-04T00:00:00.000Z

Sentiment: neutral

Topics: corporate-conversion, sec-filing, registration-statement

TL;DR

SailPoint Parent, LP converting to SailPoint, Inc. - IPO prep?

AI Summary

SailPoint Parent, LP, based in Austin, TX, filed an S-1/A amendment on February 4, 2025, to register its conversion into a corporation named SailPoint, Inc. The company, operating in the pre-packaged software industry, is undergoing this corporate restructuring as part of its public offering process. The filing details its principal executive offices and agent for service.

Why It Matters

This filing indicates SailPoint Parent, LP is moving towards a corporate structure change, likely in preparation for a future public offering or significant financial event.

Risk Assessment

Risk Level: medium — The filing is an amendment to a registration statement, suggesting ongoing regulatory processes and potential market volatility associated with an upcoming public offering.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this S-1/A filing?

The primary purpose is to amend the registration statement to reflect the conversion of SailPoint Parent, LP into a corporation named SailPoint, Inc.

When was this amendment filed with the SEC?

This amendment was filed with the SEC on February 4, 2025.

What is the business address of SailPoint Parent, LP?

The business address is 11120 Four Points Drive, Suite 100, Austin, TX 78726.

Who is listed as the agent for service for SailPoint Parent, LP?

Chris Schmitt is listed as the Executive Vice President, General Counsel, and Secretary, and serves as the agent for service.

What is SailPoint Parent, LP's Standard Industrial Classification (SIC) code?

SailPoint Parent, LP's SIC code is 7372, which corresponds to 'SERVICES-PREPACKAGED SOFTWARE'.

Filing Stats: 4,488 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2025-02-04 06:05:25

Key Financial Figures

Filing Documents

Underwriting

Underwriting Discounts and Commissions (1) Proceeds to SailPoint, Inc., before expenses Proceeds to Selling Stockholders, before expenses Per Share $ $ $ $ Total $ $ $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additional 7,500,000 shares of common stock at the initial public offering price less underwriting discounts and commissions solely to cover over-allotments, if any. Immediately after this offering, assuming an offering size as set forth above, participation in this offering as set forth above and an initial public offering price of $20.00 (the midpoint of the estimated price range set forth above), funds controlled by our principal stockholder, Thoma Bravo, will own approximately 88.5% of our outstanding common stock (or 87.3% of our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). See Risk FactorsRisks Related to This Offering and Ownership of Our Common StockThoma Bravo controls us, and its interests may conflict with ours or yours in the future. As a result, we expect to be a controlled company within the meaning of the corporate governance standards of Nasdaq. See ManagementCorporate GovernanceControlled Company Status. One or more entities affiliated with AllianceBernstein L.P. and one or more entities affiliated with Dragoneer Investment Group, LLC (collectively, the cornerstone investors) have, severally and not jointly, indicated an interest in purchasing up to an aggregate of 20% of the shares of common stock in this offering (excluding the underwriters option to purchase additional shares) at the initial public offering price. The shares to be purchased by the cornerstone investors will not be subject to a lock-up agreement with the underwriters. Because these indications of interest are not binding agreements or commitments to purchase, the corners

Risk Factors

Risk Factors 22

Forward-Looking Statements

Forward-Looking Statements 65 Market and Industry Data 67

Use of Proceeds

Use of Proceeds 68 Dividend Policy 69 Capitalization 70

Dilution

Dilution 72 Unaudited Pro Forma Condensed Consolidated Financial Information 74

Managements Discussion and Analysis of Financial Condition and Results

Managements Discussion and Analysis of Financial Condition and Results of Operations 85

Business

Business 127 Page Management 161

Executive Compensation

Executive Compensation 169 Principal and Selling Stockholders 182 Certain Relationships and Related Party Transactions 184 Corporate Conversion 188 Description of Certain Indebtedness 189

Description of Capital Stock

Description of Capital Stock 192 Shares Eligible for Future Sale 199 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders 201

Underwriting

Underwriting 206 Legal Matters 218 Experts 218 Change in Auditor 218 Where You Can Find More Information 219 Index to Consolidated Financial Statements F-1 We, the selling stockholders, and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders, and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: neither we, the selling stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. i Table of Contents BASIS OF PRESENTATION SailPoint Parent, LP, the

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