Proofpoint secures $1.25 billion financing for $6.3 billion Varonis acquisition

Proofpoint Inc., backed by private‑equity firm Thoma Bravo, obtained $1.25 billion of debt financing from JPMorgan Chase & Co. and UBS Group AG to fund its cash offer for Varonis Systems Inc. The offer values Varonis at about $6.3 billion, or $49.75 per share. The transaction is slated to close in the first half of 2027, with additional equity support from Thoma Bravo and an investment from the Ontario Teachers’ Pension Plan.

The financing clears a major hurdle for the acquisition, allowing Proofpoint to proceed with the deal and potentially reshaping the data‑security market. The cash purchase and new debt may affect Proofpoint’s balance sheet and could influence Varonis shareholders’ returns once the deal closes.

  • 1Proofpoint secured $1.25 billion in financing for the acquisition.
  • 2JPMorgan Chase & Co. and UBS Group AG were appointed to lead the high‑yield debt transaction.
  • 3Proofpoint agreed to pay $49.75 per share in cash for Varonis.
  • 4The per‑share price values Varonis at about $6.3 billion.
  • 5The deal is expected to close in the first half of 2027.
  • 6Thoma Bravo is providing equity financing and the Ontario Teachers’ Pension Plan is also investing to support the acquisition.

Sources