NetSPI - Synack

WA-60039

NetSPI Parent Holdings, LP (**NetSPI PH**), a Delaware limited partnership, together with its affiliates, proposes to acquire 100% of the issued and outstanding shares of Synack, Inc. (**Synack**) pursuant to an all-stock merger (the **Acquisition**). NetSPI PH is a special purpose vehicle indirectly majority owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR. Existing Synack shareholders will receive equity interests in NetSPI PH in exchange for their shares in Synack, representing a 100% rollover of their existing investment. The former Synack shareholders are expected to hold approximately 33% of the outstanding equity interests of NetSPI PH immediately following completion. NetSPI LLC (**NetSPI**), headquartered in Minneapolis, United States, is the operating entity of NetSPI PH. NetSPI provides cyber security services, such as enterprise penetration testing and attack surface management. NetSPI also performs deep dive manual penetration testing of application, network, and cloud attack surfaces to find unique vulnerabilities. Investment funds, vehicles and/or accounts advised and managed by KKR hold a majority interest in NetSPI, and KKR has indirect control over NetSPI. KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit, and real assets and has strategic partners that manage hedge funds. Optiv is a cyber security solutions provider which is indirectly solely controlled by KKR. Optiv offers services and solutions that enable businesses, governments and educational institutions to define their security strategies, identify and remediate threats and risks, select and deploy the right technology, and achieve operational readiness to protect their organisations from malicious attacks. Synack supplies cybersecurity solutions, specifically, human-led and AI-powered Penetration Testing as a Service (**PTaaS**). Penetration testing is a simulated, authorised cyberattack on systems, networks, or applications to identify exploitable vulnerabilities. It is conducted by ethical hackers to assess the effectiveness of security controls within a given organisation.