Some links on this page are affiliate links: if you buy through them we may earn a commission, at no extra cost to you.
Thoma Bravo’s acquisition of Darktrace is no longer pending. The private-equity firm announced the all-cash deal on April 26, 2024, completed it on October 1, 2024, and Darktrace’s London Stock Exchange listing was cancelled from 8:00 a.m. on October 2, 2024.
The transaction valued Darktrace at approximately $5.3 billion on a fully diluted equity basis. Shareholders were offered $7.75 in cash for each Darktrace share, equivalent to approximately 620 pence under the exchange-rate basis specified in the transaction documents.
| # | Preview | Product | Price | |
|---|---|---|---|---|
| 1 |
|
The Cat That Followed Phantoms: Black Cat Detective Agency Book #2 | $15.97 | Buy on Amazon |
| 2 |
|
Navy SEAL to the Rescue (Aegis Security Book 1) | $6.99 | Buy on Amazon |
The short version
Thoma Bravo acquired all of Darktrace plc through a UK scheme of arrangement. The buyer used the acquisition vehicle Luke Bidco Limited, indirectly owned by funds managed or advised by Thoma Bravo.
Recommended Free Tools
Because the deal closed, Darktrace is now a private Thoma Bravo-owned cybersecurity company rather than an independently listed FTSE 100 business. Public-market investors no longer own a freely traded Darktrace share or have access to the company’s former stock-market valuation.
#1 Best Overall
The original transaction announcement is available from Thoma Bravo. Its completion announcement confirms that the acquisition closed on October 1, 2024.
What did Thoma Bravo pay?
The headline value was approximately $5.3 billion, but that number needs to be labelled accurately. It represented Darktrace’s approximate fully diluted equity value—not its enterprise value.
| Measure | Transaction figure |
|---|---|
| Offer per share | $7.75 in cash |
| Approximate sterling equivalent | 620 pence per share |
| Fully diluted equity value | Approximately $5.315 billion |
| Implied enterprise value | Approximately $4.992 billion, or £3.995 billion |
| Adjusted EBITDA reference | $146 million for the 12 months ended December 31, 2023 |
| Implied adjusted EBITDA multiple | Approximately 34 times |
Equity value is the value attributed to shareholders based on the fully diluted share count. Enterprise value adjusts the equity value for items such as cash and debt. They are related, but they are not interchangeable. The transaction materials’ approximately $5.3 billion headline should therefore not be described as Darktrace’s enterprise value.
Free tools Windows power users keep installed
One-click scans. No signup required.
What premium did shareholders receive?
The $7.75 offer represented several different premiums, depending on the comparison point:
- 20% above Darktrace’s 517-pence closing price on the last trading day before the announcement.
- 44.3% above its three-month volume-weighted average price of 429.9 pence through April 25, 2024.
- 148.1% above its 250-pence IPO price in April 2021.
Calling the offer a “premium” is meaningful only when the benchmark is stated. A premium to the previous day’s closing price is not the same as a premium to the IPO price or to an estimate of intrinsic value.
How the acquisition worked
The transaction covered all of Darktrace’s issued and to-be-issued ordinary share capital. It was implemented under Part 26 of the UK Companies Act 2006 through a court-sanctioned scheme of arrangement, rather than through a conventional US-style merger process.
Under the scheme:
- Darktrace’s board recommended the cash offer.
- Shareholders voted on the proposed arrangement under the applicable UK process.
- The court-sanctioned scheme became effective on October 1, 2024.
- Darktrace shares stopped being publicly traded and the listing was cancelled from 8:00 a.m. on October 2, 2024.
The London Stock Exchange transaction notice sets out the recommended offer, the buyer vehicle and the scheme structure. Darktrace’s investor-relations website now describes itself as a historical archive and identifies Darktrace as a Thoma Bravo company.
What’s actually slowing this PC down?
Pick the symptom - the matching free tool is one click away.
How was the deal financed?
The announced financing included both sponsor equity and third-party debt. It did not mean that the entire $5.3 billion purchase price was financed with borrowing.
The disclosed interim facilities included:
- An approximately $1.685 billion first-lien term facility.
- An approximately $460 million second-lien term facility.
Thoma Bravo funds also supplied equity. The balance between equity and debt matters because leverage can increase returns for a private-equity sponsor, but it also creates interest expense and can reduce flexibility for product investment, hiring, acquisitions or pricing changes.
What does Darktrace do?
Darktrace markets cybersecurity software built around artificial intelligence and behavioral analysis. The company says its platform learns customer-specific “patterns of life” in real time, then uses those models to identify unusual activity and support detection and response.
Its current ActiveAI Security Platform positioning spans areas including:
- Networks
- Cloud environments
- Identity
- Endpoints
- Operational technology
Those are Darktrace’s product and marketing claims, not a guarantee that every threat will be detected or automatically resolved. In practice, buyers still need to examine false-positive rates, alert explanations, response controls, integrations, data retention, analyst workflows and the amount of human oversight required.
Why did Thoma Bravo buy Darktrace?
The public rationale focused on Darktrace’s AI-based cybersecurity platform, its ability to address changing or previously unknown threats, and the opportunity to support further product development, scale and international growth.
Thoma Bravo has extensive experience investing in software and cybersecurity businesses. Its stated investment case was that Darktrace could benefit from that operating expertise while continuing to expand its platform and customer base. Those statements describe the buyer’s and management’s intentions; they do not prove that future growth or product improvements will occur.
Was $5.3 billion a high price?
The offer implied a multiple of approximately 34 times adjusted EBITDA, based on Darktrace’s $146 million of adjusted EBITDA for the 12 months ended December 31, 2023.
That is not a price-to-net-income or price-to-free-cash-flow multiple. “Adjusted EBITDA” can exclude or normalize certain expenses, so investors should not treat the 34-times figure as a complete measure of what the business could return to its owners.
A fuller valuation assessment would consider:
- Revenue growth and the durability of recurring subscriptions.
- Customer retention, renewal rates and expansion revenue.
- Reported profitability compared with adjusted profitability.
- Cash conversion after capital expenditure, taxes and working-capital needs.
- Competitive pressure from endpoint, cloud, identity, SIEM and managed-detection providers.
- The effect of acquisition debt and interest costs.
- Whether Darktrace’s platform breadth creates genuine customer value or simply adds another security console.
On its own, a 34-times adjusted EBITDA multiple cannot establish that Thoma Bravo overpaid or obtained a bargain. The answer depends on future growth, margins, cash generation and the eventual value of the private company.
What happened to Darktrace shareholders?
Shareholders were entitled to receive $7.75 in cash per share under the scheme’s terms, subject to applicable adjustments and each investor’s tax, withholding, brokerage and other circumstances.
This was a full take-private, not a minority investment. After completion, shareholders did not retain publicly traded Darktrace stock. The company’s shares were delisted from the London Stock Exchange and removed from the public market.
Quick wins for a faster PC:
Clear out junk files and repair common Windows errorsFree Scan →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Repair Windows errors before they cause bigger problemsFix Now →That changes the investment profile in three important ways:
- Investors received cash rather than shares in Thoma Bravo.
- They no longer participate directly in future Darktrace valuation increases or declines through a public ticker.
- Public financial disclosure and market pricing are more limited than they were before the acquisition.
Employee share awards were addressed separately in the transaction materials. Investors and employees should not assume that every award had identical vesting, settlement or tax treatment without reviewing the relevant scheme documents.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What changed for management and employees?
The completion announcements presented the transaction as a partnership with Darktrace’s existing leadership and team. Darktrace CEO Jill Popelka said Thoma Bravo would support the company’s next stage of growth and innovation.
That does not establish that every executive, employee, office, product line or role remained unchanged. Private-equity ownership can involve changes to reporting structures, hiring, cost controls, compensation, product investment and corporate priorities. The available completion announcements do not provide a basis for claiming that particular staffing changes occurred.
The Tool Desk
Outbyte PC Repair FREEClear out junk files and repair common Windows errorsFree Scan →Outbyte Driver Updater FREEFix the driver behind crashes, sound loss and screen glitchesFind Drivers →What does the deal mean for Darktrace customers?
The ownership change does not by itself prove that customer contracts, prices, support arrangements or product roadmaps changed. The public completion announcements did not establish new pricing, product discontinuations, support reductions, data-handling changes, service-level changes or integration with another Thoma Bravo portfolio company.
Customers should verify the practical details in their own agreements and account communications, especially around:
- Renewal pricing and contract duration.
- Product support and end-of-life policies.
- Data residency, telemetry and retention terms.
- Integration roadmaps.
- Automated-response permissions and audit controls.
- Service-level commitments and escalation procedures.
It is reasonable to view private ownership as potentially giving Darktrace more freedom to make long-term investments. It is equally reasonable to monitor whether leverage, margin targets or a future sale create pressure for cost reductions. Neither outcome was established by the acquisition announcement.
How should buyers compare Darktrace with alternatives?
Darktrace is not directly comparable with a low-cost endpoint product simply because both vendors use AI in their marketing. The more useful comparison is based on coverage and total operating cost.
Outdated Drivers Are Slowing You Down
One free scan finds every outdated or missing driver and matches the right update for your exact hardware.Free scan · exact hardware matchWindows Errors? Fix Them Before They Spread
Repair common Windows errors and clear accumulated junk for a smoother, more stable PC - no reinstall needed.Free scan · no reinstall| Buying question | Why it matters |
|---|---|
| What environments are covered? | Compare network, email, cloud, identity, endpoint and OT coverage rather than counting product labels. |
| What does the license include? | Check sensors, data retention, telemetry, response features and premium modules. |
| How much is automated? | Review approval workflows, rollback, explainability and audit trails. |
| Is MDR included? | A platform license may not include fully managed monitoring or incident response. |
| Does it replace an existing tool? | A lower price may not reduce total cost if the product adds another console. |
| How transparent is pricing? | Enterprise products often require custom quotes and partner negotiation. |
For context, CrowdStrike publishes US prices for selected Falcon packages, including Falcon Go at $7.99 per device monthly or $59.99 annually, subject to geography, taxes, packaging and later changes. Its official pricing page also advertises a 15-day trial for specified capabilities. See CrowdStrike’s pricing page.
SentinelOne lists selected annual package prices, including Singularity Core at $69.99 per endpoint, Complete at $179.99 and Commercial at $229.99, while enterprise pricing is contact-sales. The company notes that displayed prices may depend on workstation ranges and may not equal final negotiated pricing. See SentinelOne’s package page.
Darktrace’s official materials do not provide a comparable public list price; enterprise buyers should expect a sales-led quote. These figures should not be treated as like-for-like comparisons because the products, coverage, contract terms, managed services and implementation requirements differ.
Why the transaction matters to the cybersecurity market
The deal combined three important trends: a large private-equity take-private, a prominent UK cybersecurity company and an investment thesis built heavily around AI-based threat detection.
It also reflects a broader shift toward integrated security platforms. Vendors increasingly combine endpoint, network, cloud, identity, email, analytics and managed services. That can reduce tool sprawl, but it can also make procurement and migration more complex. A platform with many modules is valuable only if those modules work with the organization’s architecture and are actually used.
For Thoma Bravo, the central test is whether it can turn Darktrace’s claimed AI differentiation and platform breadth into durable revenue growth, stronger cash flow and customer value while managing acquisition leverage. Those are future performance questions, not results demonstrated by the transaction itself.
Quick Recap
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
