8-K
filed February 3, 2025, 6:59 PM ET
CIK 0001468666
M&A
confidence high
sentiment neutral
materiality 0.90
SecureWorks Corp: M&A transaction — Sophos completes acquisition of SecureWorks for $859M; $8.50/share cash, premium 28%
SecureWorks Corp
- All-cash transaction valued at ~$859M; SecureWorks shareholders receive $8.50 per share (28% premium to 90-day VWAP).
- SecureWorks common stock ceased trading on Nasdaq; company becomes wholly owned subsidiary of Sophos (backed by Thoma Bravo).
- Board of directors replaced: Michael Dell, William Cary, and others resigned; Donald Blach, James Dildine, Ira Heffan, Joseph Levy appointed.
- Sophos now claims to be the leading pure-play MDR provider, supporting >28,000 organizations globally.
- Credit agreement with Dell USA L.P. terminated concurrently with closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Cary resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kyle Paster resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pamela Daley resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael S. Dell resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark J. Hawkins resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Levy was appointed as Director at SecureWorks Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yagyensh C. Pati resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Blach was appointed as Director at SecureWorks Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Dildine was appointed as Director at SecureWorks Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ira Heffan was appointed as Director at SecureWorks Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wendy Thomas resigned as Director at SecureWorks Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SecureWorks Corp underwent a change of control involving Sophos Inc. for $8.50 per share in cash (closed 2025-02-03).
- Action
- change of control
- Counterparty
- Sophos Inc.
- Consideration
- $8.50 per share in cash
- Closing
- 2025-02-03
Exact text from the filing
wholly owned subsidiaries or (iii) owned by any direct or indirect wholly owned subsidiary of the Company) was converted into the right to receive cash in an amount equal to $8.50, without interest thereon and less any applicable Tax withholdings (the “Per Share Amount”). Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger: (i)
View on SEC.gov
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