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1Clear out junk files and repair common Windows errors2Fix the driver behind crashes, sound loss and screen glitches3Repair Windows errors before they cause bigger problemsSynopsys announced a sale of its Software Integrity Group for up to $2.1 billion in May 2024, but its fiscal-2025 filing reports $1.65 billion in aggregate consideration after the transaction closed on September 30, 2024. The buyer was a group of investors led by Clearlake Capital Group and Francisco Partners; the business became independent application-security company Black Duck Software, Inc. Synopsys said the divestiture would sharpen its focus on chip-design automation and design intellectual property.
Why does $2.1 billion differ from the reported $1.65 billion?
The figures describe different stages and measures of the transaction, not two competing reports of a $2.1 billion cash payment. Synopsys’ May 6, 2024 announcement described a maximum transaction value of up to $2.1 billion. That ceiling included up to $475 million in cash payable if the buyers achieved a specified rate of return through one or more liquidity transactions. Synopsys’ fiscal-2025 Form 10-K later reported the aggregate consideration recorded for the completed sale as $1.65 billion.
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| Measure | Amount and meaning | When reported |
|---|---|---|
| Announced transaction value | Up to $2.1 billion, including up to $475 million in potential cash tied to the sponsors achieving a specified rate of return in one or more liquidity transactions | May 6, 2024 announcement |
| Aggregate consideration | $1.65 billion, composed of cash at closing, deferred and contingent consideration, and a net-working-capital adjustment | Synopsys fiscal-2025 Form 10-K, after the September 30, 2024 closing |
The filing breaks the $1.65 billion aggregate consideration into four parts:
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- $1.48 billion in cash at closing
- $125.0 million in deferred consideration
- $22.2 million fair value of contingent consideration
- $27.1 million from net-working-capital adjustments
Because the announcement’s $2.1 billion figure was a maximum that included conditional consideration, it should not be described as the amount Synopsys received in cash at closing. The later filing’s $1.65 billion figure is the company’s reported aggregate consideration, with cash and non-cash or deferred components specified separately.
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Who bought the business, and what did it become?
Synopsys agreed to sell its Software Integrity Group to Clearlake Capital Group and Francisco Partners. The sale closed on September 30, 2024, according to Synopsys’ fiscal-2025 Form 10-K. The division was an enterprise application-security testing business; Synopsys said its existing management team was expected to lead the newly independent company.
After the sale, the business relaunched as Black Duck Software, Inc., an independent application-security company. Black Duck says customers can deploy its offerings on premises, as software as a service, or in a hybrid implementation. Its launch announcement put the transition plainly: “Today, Black Duck takes flight as an independent company.”
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Why did Synopsys sell its Software Integrity Group?
Synopsys presented the divestiture as a strategic focus decision. It said separating the application-security business would sharpen its emphasis on its silicon-to-systems strategy and its core design-automation and design-IP businesses. In the announcement, CEO Sassine Ghazi said the move sharpened focus on the opportunity in “the engineering of silicon and systems” as technology research-and-development teams respond to the AI era.
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The buyers offered a different but complementary rationale for the carve-out. Francisco Partners CEO Dipanjan “DJ” Deb described the division as a leading application-security testing provider and said the firm was excited to complete the carve-out with Synopsys. Clearlake co-founder and managing partner Behdad Eghbali pointed to the growing place of security in DevOps workflows and said the buyers believed that would increase demand for application-security testing providers. These are the sponsors’ stated expectations, not a guarantee of future market growth.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What was the accounting impact for Synopsys?
Synopsys reported a fiscal-2024 pre-tax gain of $868.8 million related to the divestiture before later working-capital adjustments. The company subsequently reported a finalized total pre-tax gain of $860.5 million net of transaction costs. These gain figures are accounting results, not additional measures of the sale price.
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Sources
- Synopsys’ May 6, 2024 sale announcement
- Synopsys fiscal-2025 Form 10-K
- Black Duck’s announcement of its launch as an independent company
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