Symantec agreed to buy Clearwell Systems on May 19, 2011, and completed the acquisition on June 24. Clearwell supplied eDiscovery software; Symantec said the deal would strengthen its eDiscovery, archiving and backup offerings. The announced price was about $390 million net of Clearwell’s cash, while Symantec later reported $392 million in total consideration using a different accounting basis.
What Clearwell Systems did
Clearwell Systems was a privately held provider of eDiscovery solutions. eDiscovery software helps organizations identify, collect and review electronically stored information for legal matters and investigations. Symantec’s filings describe Clearwell as an eDiscovery provider, and do not establish that Clearwell itself was a backup provider. Backup was part of the broader product strategy Symantec described for the acquisition.
Why Symantec acquired Clearwell
Symantec said it wanted to enhance its eDiscovery, archiving and backup offerings. In its later fiscal-year filing, the company described a wider information-management strategy that would bring those product areas together. The rationale was to connect Clearwell’s eDiscovery products with Symantec’s existing products, not simply to buy a standalone legal-software business.
Symantec’s fiscal 2013 Form 10-K attributed most of the $268 million of goodwill recorded for the acquisition to expected synergies from integrating Clearwell’s offerings with Symantec’s existing offerings. Goodwill is an accounting measure of the purchase price not assigned to identifiable net assets; the filing’s explanation records the rationale behind that balance, not proof that the expected benefits were ultimately achieved.
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How much Symantec paid
Symantec’s May 19, 2011 agreement announcement put the expected purchase price at approximately $390 million, net of cash acquired. In its later filing, Symantec reported $392 million in total consideration: $364 million in cash net of $20 million of cash acquired, plus $8 million in assumed stock options. These are different presentations of the transaction, not a contradiction: the announcement described the expected price net of acquired cash, while the later accounting figure included assumed options and separately showed acquired cash.
| Figure | What it represents | Source |
|---|---|---|
| Approximately $390 million | Expected purchase price, net of cash acquired, in the May 2011 agreement announcement. | Symantec, 2011 filing |
| $392 million | Total consideration reported after closing: $364 million cash net of $20 million acquired cash, plus $8 million in assumed stock options. | Symantec, fiscal 2013 Form 10-K |
When the deal was announced, reviewed and completed
- May 19, 2011: Symantec announced a definitive agreement to acquire privately held Clearwell, subject to customary closing conditions, including regulatory approval.
- June 6, 2011: The Federal Trade Commission’s transaction record shows early termination granted for transaction 20110922, listing Symantec as the acquiring party and Clearwell Systems as the acquired party.
- June 24, 2011: Symantec reported completing the acquisition of all Clearwell voting equity interests.
What Symantec recorded in the purchase accounting
Symantec’s fiscal 2013 Form 10-K allocated the $392 million purchase price across the following categories. The amounts are reported by Symantec in that filing, rather than estimates of current value.
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| Purchase-price allocation | Amount |
|---|---|
| Net tangible assets | $33 million |
| Intangible assets | $154 million |
| Goodwill | $268 million |
| Net tax liabilities | −$63 million |
| Total purchase price | $392 million |
The intangible assets included customer relationships, developed technology and trade names. The allocation helps explain how Symantec accounted for what it acquired; it does not by itself measure the acquisition’s later commercial success.
What early revenue and integration reports show
In its 2011 Form 10-Q, Symantec reported approximately $20 million in Clearwell revenue for both the three-month and six-month periods ended September 30, 2011. The filing also said information-management growth was driven in part by backup solution sales and integration of acquired Clearwell eDiscovery products. That is company-reported context; it does not isolate how much wider segment growth the acquisition caused.
In a February 2012 results release, Symantec said tighter technical integration between Enterprise Vault and the Clearwell eDiscovery Platform was on schedule. The company described intended benefits around protecting information, setting retention policies and streamlining eDiscovery. Those statements describe the integration plan at the time, not an independent assessment of outcomes.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the available evidence does—and does not—establish
The transaction record establishes the acquisition’s timing, the two reported purchase-price figures and Symantec’s stated strategic rationale. Contemporary company filings offer a limited early revenue figure and an integration update. They do not establish Clearwell’s long-term product performance, the acquisition’s eventual return to Symantec, or whether the expected synergies were realized.
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