Worked Case Studies — Take-Privates & Carve-Outs
06d explains the mechanics of take-privates and carve-outs in the abstract; 06e works the return math. This section grounds both in four cyber transactions — a classic take-private, a founder-rollover take-private, a conglomerate carve-out, and a 2026-era reset take-private. Dates are labelled announced/agreed vs completed/closed.
On April 26, 2021, Proofpoint agreed to be taken private by Thoma Bravo for ~$12.3B — $176.00/share, a ~34% premium to the prior close. It completed August 31, 2021 (Proofpoint, Thoma Bravo). At the time it was the largest cyber take-private, and the template the deals below rhyme with.
Case 1 — The classic take-private: Thoma Bravo ← Proofpoint ($12.3B, 2021)
| Type | Public-to-private buyout (take-private) |
| Agreed | Apr 26, 2021 · Completed Aug 31, 2021 |
| Price | $176.00/share, ~$12.3B, ~34% premium to Apr 23 2021 close |
| Target profile | Scaled email-security leader (03j), decelerating growth, rich recurring cash flow, clean balance sheet |
Why it fit the template. Proofpoint had everything a sponsor underwrites: durable, non-discretionary recurring revenue; a defensible position in a regulated demand category; and a public-market valuation that punished the margin reinvestment needed to platform. Going private removed the quarterly scrutiny so Thoma Bravo could re-rate pricing, expand margin, and bolt on adjacencies on a multi-year clock (06d, 30). The lesson: the prototypical take-private target is cash-flow-rich, decelerating, and clean — exactly the screen analysts now apply to names like Qualys and Rapid7 (analyst speculation, not announced deals; 12).
Case 2 — The founder-rollover take-private: Vista ← KnowBe4 ($4.6B, 2022→2023)
| Type | Take-private with significant equity rollover |
| Agreed | Oct 11, 2022 · Completed Feb 1, 2023 |
| Price | $24.90/share, ~$4.6B, ~11% premium to the pre-announcement close |
| Rollover | Founder-CEO Stu Sjouwerman, KKR, and Elephant rolled ~$682M of equity rather than cashing out |
What's distinctive. The thin ~11% premium is the tell: this was not a contested auction of a melting asset but a negotiated continuation — the founder stayed CEO and rolled equity, betting alongside Vista on a second act in "human risk management" (Vista). Rollover aligns the founder with the sponsor's value-creation plan and reduces the equity Vista must write. The lesson: when a founder rolls, premiums compress but alignment rises; the deal is about the next five years of compounding, not a one-time exit. The founder-CEO remains the decision-maker.
Case 3 — The conglomerate carve-out: Broadcom ← Symantec Enterprise ($10.7B, 2019)
| Type | Divisional carve-out (enterprise unit extracted from a public parent) |
| Agreed | Aug 8, 2019 · Completed Nov 4, 2019 |
| Price | ~$10.7B cash for the enterprise security business |
| Economics cited at signing | >$2B incremental run-rate revenue; ~$1.3B pro-forma EBITDA incl. synergies; >$1B targeted run-rate cost synergies within 12 months (Broadcom) |
The carve-out logic. Broadcom's model is to buy an established enterprise franchise, strip cost, and harvest the cash flow of a "sticky" installed base — the opposite of a growth thesis. Symantec sold its enterprise unit, transferred the Symantec brand to Broadcom, and renamed itself NortonLifeLock (consumer). The hard part was separation — disentangling shared engineering, sales, and IT and standing up independent functions (06d). The PE-relevant cousin: the same carve-out muscle defines STG and Crosspoint (06c) — the McAfee Enterprise / FireEye lineage that produced Trellix and Skyhigh. The lesson: a freshly carved-out company inherits no corporate-development function yet must immediately consolidate its newly independent niche.
Case 4 — The 2026-reset take-private: Turn/River ← SolarWinds ($4.4B, 2025)
| Type | Take-private (software/IT-management with security exposure) |
| Agreed | Feb 7, 2025 · Completed Apr 16, 2025 |
| Price | $18.50/share, ~$4.4B, ~35% premium to the 90-day average price |
Why it belongs here. SolarWinds — still recovering from its 2020 supply-chain breach — is a case of the post-reset take-private: a cash-generative but discounted public name where a sponsor (Turn/River) bets that private ownership and a "growth-engineering" overhaul beat life under quarterly scrutiny. The lesson: the 2026 valuation reset widened the discount-to-intrinsic window across scaled public cyber, which is why 2026 has been a take-private-rich year (06d). The premium basis differs from Cases 1–2: 35% is to a 90-day average, not a single prior close — a higher-looking headline than a same-day premium.
The premiums, side by side
Reading the four together
| Case | Mechanic | Primary value driver | Hardest part | Post-deal M&A implication |
|---|---|---|---|---|
| Proofpoint | Take-private | De-risk margin reinvestment off the public clock | Paying up in a competitive process | Bolt-on sourcing post-close |
| KnowBe4 | Take-private + rollover | Founder-aligned second act | Aligning founder & sponsor incentives | Repeat relationship; future bolt-ons |
| Symantec | Carve-out | Cost-strip + cash harvest of installed base | Separation (TSAs, stranded cost) | New independent co with no Corp Dev |
| SolarWinds | Reset take-private | Buy the discount; growth-engineer privately | Overcoming reputational/valuation overhang | Consolidation thesis under new owner |
The through-line: every one of these deals manufactures buy-side demand. A newly-private platform needs to consolidate; a carve-out needs to build an M&A function from zero; a founder-rollover keeps a serial-acquirer founder in the chair. The PE machine doesn't just do M&A — it creates the need for more of it downstream (06d, 06e).
→ Cross-references: Private Equity, Thoma Bravo, Vista, Sponsor Landscape, Operating Model & Mechanics, Buy-and-Build Math, M&A Deals & Comps, Deal Structures & Exits, Bear Case.
Updated 2026-08-16 18:13 UTC · © El Dorado Capital · el-doradocapital.com · Market intelligence for informational purposes only; not investment advice.