secwatch / observer
8-K filed August 23, 2023, 7:59 PM ET CIK 0001543916
M&A confidence high sentiment neutral materiality 0.90

ForgeRock, Inc.: M&A transaction — Thoma Bravo completes $2.3B acquisition of ForgeRock; combines into Ping Identity

ForgeRock, Inc.

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Rinki Sethi

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Maria Walker

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Appointed

Seth Boro

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, Seth Boro and Kenneth “Chip” Virnig became the directors of the Company.
Departed

Bruce Golden

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Appointed

Kenneth "Chip" Virnig

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, Seth Boro and Kenneth “Chip” Virnig became the directors of the Company.
Departed

Johanna Flower

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Alex Ott

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Dave Welsh

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Warren Weiss

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Jeff Parks

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Arun Mathew

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
Departed

Francis Rosch

Director
ForgeRock, Inc.
Effective
2023-08-23
Filed
August 23, 2023, 7:59 PM ET
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Rinki Sethi departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Maria Walker departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Seth Boro was appointed as Director at ForgeRock, Inc..

Action
became
Role
Director
Exact text from the filing
At the Effective Time, Seth Boro and Kenneth “Chip” Virnig became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Bruce Golden departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Kenneth "Chip" Virnig was appointed as Director at ForgeRock, Inc..

Action
became
Role
Director
Exact text from the filing
At the Effective Time, Seth Boro and Kenneth “Chip” Virnig became the directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Johanna Flower departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Alex Ott departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dave Welsh departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Warren Weiss departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jeff Parks departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Arun Mathew departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Francis Rosch departed as Director at ForgeRock, Inc..

Action
ceased
Role
Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Francis Rosch, Johanna Flower, Bruce Golden, Arun Mathew, Alex Ott, Jeff Parks, Rinki Sethi, Maria Walker, Warren Weiss and Dave Welsh, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ForgeRock, Inc. completed an acquisition involving Thoma Bravo for approximately $2.3 billion.

Action
acquisition
Counterparty
Thoma Bravo
Consideration
approximately $2.3 billion
Exact text from the filing
Thoma Bravo and ForgeRock today announced the completion of Thoma Bravo’s acquisition of ForgeRock in an all-cash transaction valued at approximately $2.3 billion.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ForgeRock, Inc. underwent a change of control involving Project Fortress Parent, LLC for $23.25 in cash for each share (closed 2023-08-23).

Action
change of control
Counterparty
Project Fortress Parent, LLC
Consideration
$23.25 in cash for each share
Closing
2023-08-23
Exact text from the filing
stockholders at ForgeRock’s Special Meeting of Stockholders held on January 12, 2023. Upon completion of the acquisition, ForgeRock stockholders are entitled to receive $23.25 in cash for each share of ForgeRock class A common stock and class B common stock they owned. ForgeRock’s class A common stock will no longer trade and will be delisted from the
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ForgeRock, Inc. terminated Amended and Restated Plain English Growth Capital Loan and Security Agreement with TriplePoint Venture Growth BDC Corp..

Action
termination
Agreement
credit facility
Counterparty
TriplePoint Venture Growth BDC Corp.
Exact text from the filing
Concurrently with the closing of the Merger, the Company repaid all obligations outstanding under, and concurrently terminated, the Amended and Restated Plain English Growth Capital Loan and Security Agreement, dated as of March 11, 2020, by and among the Company, as a borrower, ForgeRock US, Inc., as a borrower, ForgeRock Limited, as a borrower, TriplePoint Venture Growth BDC Corp., as a lender and as the collateral agent, and Triple Point Capital LLC, as a lender, as such agreement was amended, restated, supplemented or otherwise modified from time to time.
View on SEC.gov

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Source: SEC EDGAR
accession 0001140361-23-040969
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