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

Ticker: SAIL · Form: S-1/A · Filed: 2025-02-12T00:00:00.000Z

Sentiment: neutral

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

TL;DR

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

AI Summary

SailPoint Parent, LP, filing an S-1/A amendment on February 12, 2025, is preparing to convert into a corporation named SailPoint, Inc. The company, located at 11120 Four Points Drive, Suite 100, Austin, TX 78726, operates in the pre-packaged software industry. This filing indicates a step towards a potential public offering or corporate restructuring.

Why It Matters

This S-1/A filing signals a significant corporate change for SailPoint Parent, LP, potentially paving the way for a future IPO or other strategic financial maneuvers.

Risk Assessment

Risk Level: medium — The filing is an amendment to a registration statement, indicating ongoing regulatory processes and potential future public market activity, which carries inherent market and execution risks.

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 planned 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 12, 2025.

What is the principal business address of SailPoint Parent, LP?

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

Who is listed as the agent for service of process?

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

What is the Standard Industrial Classification (SIC) code for SailPoint Parent, LP?

The 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 2025-02-12 06:49:58

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 $22.00 (the midpoint of the estimated price range set forth above), funds controlled by our principal stockholder, Thoma Bravo, will own approximately 88.0% of our outstanding common stock (or 86.8% 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 23

Forward-Looking Statements

Forward-Looking Statements 66 Market and Industry Data 68

Use of Proceeds

Use of Proceeds 69 Dividend Policy 70 Capitalization 71

Dilution

Dilution 73 Unaudited Pro Forma Condensed Consolidated Financial Information 76

Managements Discussion and Analysis of Financial Condition and Results

Managements Discussion and Analysis of Financial Condition and Results of Operations 87

Business

Business 129 Page Management 163

Executive Compensation

Executive Compensation 171 Principal and Selling Stockholders 184 Certain Relationships and Related Party Transactions 186 Corporate Conversion 190 Description of Certain Indebtedness 191

Description of Capital Stock

Description of Capital Stock 194 Shares Eligible for Future Sale 201 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders 203

Underwriting

Underwriting 208 Legal Matters 220 Experts 220 Change in Auditor 220 Where You Can Find More Information 221 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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