KKR to Buy Instructure for $4.8 Billion

Instructure Holdings, a leading learning ecosystem, has entered into a definitive agreement to be acquired by investment funds managed by KKR, a leading global investment firm, for $23.60 per share in an all-cash transaction valued at an enterprise value of approximately $4.8 billion. The per-share purchase price represents a premium of 16 percent over Instructure’s unaffected share price of $20.27 as of May 17, 2024, the last trading day prior to media reports regarding a potential transaction.

KKR, with participation from Dragoneer Investment Group, will acquire all outstanding shares, including those shares owned by Instructure’s existing majority owner, Thoma Bravo, a leading software investment firm, which took the company public in 2021.

The Instructure management team, led by CEO Steve Daly, will continue to lead the company in their current roles. KKR will support Instructure as it increases investment in technology and innovation across its leading, global learning platform, including its core Canvas and Parchment products.

“Our leadership team laid out an aggressive go-forward strategy in our investor day presentation earlier this year,” said Daly. “We believe Instructure has a significant growth runway as we focus on core markets, unlocking new opportunities and continuing to build the Instructure Learning Ecosystem. It was immediately apparent that KKR is aligned with our long-term vision and growth strategy and we look forward to working closely with them. Together, we’ll expect to build on our position as the education platform that powers learning for a lifetime and turns education into opportunities for all learners globally.”

Instructure is a leading global provider of learning management, education-tech effectiveness and credentialing solutions. The Instructure ecosystem of products enhances the lives and outcomes of students, professional learners and educators. The company has impacted approximately 200 million learners across more than 100 countries with a thriving community of over 1,000 partners. Together with its expansive network of educators, learners and partners, the company is committed to broadening its platform and delivering $1B in revenue by 2028.

“Given its unique positioning at the center of academic life, Instructure has a distinct opportunity to be a true end-to-end partner to students, teachers and administrators,” said Webster Chua, Partner at KKR. “Instructure has evolved into an expansive platform focused on delivering strong student outcomes under Thoma Bravo’s stewardship. We look forward to working with Steve and the Instructure management team to accelerate growth and continue scaling its global portfolio of products.”

KKR is making its investment in Instructure through its North America Fund XIII.

KKR will support Instructure in creating a broad-based equity ownership program to provide all of the company’s 1,700 employees the opportunity to further participate in the benefits of ownership after the transaction closes. This strategy is based on the belief that team member engagement through ownership is a key driver in building stronger companies. Since 2011, more than 50 KKR portfolio companies have awarded billions of dollars of total equity value to over 100,000 non-senior management employees.

“This transaction is the result of a deliberate and thoughtful process and ultimately a great outcome for all shareholders,” said Holden Spaht, Managing Partner at Thoma Bravo. “We’ve thoroughly enjoyed working with Steve and the Instructure management team to transform the business into a scaled, durable platform and we are excited to watch the next chapter of growth unfold under KKR’s ownership.”