Fenwick represented UserTesting, a video-based human insight company, in its announced acquisition by Thoma Bravo, a software investment firm, and Sunstone Partners for $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion. The offer represents a premium of approximately 94% over UserTesting’s closing stock price on October 26, 2022.
Following the closing of the transaction, Thoma Bravo and Sunstone Partners intend to combine UserTesting and UserZoom, which Thoma Bravo acquired majority control of in April 2022. UserTesting’s CEO, Andy MacMillan, will lead the combined company. Additionally, the combined company will benefit from the operating capabilities, capital support, and industry expertise of Thoma Bravo and Sunstone Partners. More information can be obtained from the announcement.
Fenwick has served as counsel to UserTesting for several years, led by corporate partner Einat Meisel. Fenwick represented UserTesting in its $140 million IPO in November 2021.
The Fenwick team for this transaction was led by corporate partner David Michaels and associates Victoria Lupu, Rob O’Connor, Deren Guidara, Christina Scully and David Heath; capital markets partners Ran Ben-Tzur, Einat Meisel and Jennifer Hitchcock and associates Michael Shaw, Darius Alam, Arielle Trapp and Bryan Willard; executive compensation and employee benefits partners Shawn Lampron and Gerald Audant and associates Jonathan Stephenson and Elizabeth Fu; technology transactions partner Jonathan Millard and associates Julia Arruda and Julia Chung; tax partner Will Skinner and associate Jenna Grove; privacy and cybersecurity counsel Ana Razmazma and associate Alyona Eidinger; and antitrust partner Tom Ensign and associates Elizabeth Suarez and Kaylynn Moss.