Blue Coat to be Acquired by Bain Capital Private Equity

Deal valued at $2.4 Billion Prepares Company for Return to Public Markets

SUNNYVALE, Calif., March 10, 2015 – Blue Coat Systems, Inc., a market leader in enterprise security solutions to protect enterprises against even the most advanced threats, today announced that it has entered into a definitive agreement to be acquired by funds advised by Bain Capital Private Equity, one of the world’s foremost private investment firms. The company is being acquired from Thoma Bravo, LLC in an all-cash transaction valued at approximately $2.4 billion.

During the past three years, Blue Coat has experienced strong market share and revenue growth in its major product lines and currently counts 80 percent of the Fortune 500 as customers. The company has also made several successful strategic acquisitions extending their solutions to the advanced threat defense, security analytics and encrypted traffic management spaces. Blue Coat offers an integrated portfolio of products that lead the industry in effectiveness in stopping today’s threats and those products have become the de facto standard for many of the Fortune Global 2000. Blue Coat has also built the largest global cloud security infrastructure, which integrates with its on premise solutions to offer hybrid defense, anytime, anywhere.

“Blue Coat has differentiated products for protecting enterprises from even the most sophisticated threats, and we are proud to be a foundational part of the security architecture for the world’s largest enterprises. The world’s most trusted brands use Blue Coat, and the acquisition by Bain Capital sets us on the trajectory to further grow our portfolio, better serve our customers and help us prepare to return to the public markets,” said Gregory S. Clark, chief executive officer, Blue Coat Systems, Inc. “Bain Capital has a long history of accelerating growth, and I look forward to partnering with them in our journey to be one of the top performing security companies in the world.”

“We are excited by the opportunity to work with Blue Coat's world-class management team to grow the business organically and through acquisitions, and to ultimately return the company to the public markets,” said David Humphrey, a managing director at Bain Capital Private Equity. “We are very impressed with the profitable growth the company has demonstrated and believe strongly in the future growth of the cyber security market and Blue Coat’s position in this important sector.”

“We are extremely proud of our partnership with Blue Coat, which has achieved substantial growth since going private in 2012, while positioning itself as a leading next generation security company,” said Seth Boro, a managing partner at Thoma Bravo. “We look forward to watching Blue Coat continue to grow with its new investment partner.”

The transaction is subject to customary closing conditions, including requisite regulatory approvals, and the transaction is expected to close during the first half of 2015.

Goldman, Sachs & Co. is serving as financial advisor to Blue Coat. Wilson Sonsini Goodrich & Rosati is acting as legal advisor to Blue Coat. Jefferies Finance LLC is providing the financing commitments, and Jefferies LLC is acting as sole financial advisor to Bain Capital. Ropes & Gray LLP is acting as legal counsel, and PwC LLP is serving as accounting advisor to Bain Capital Private Equity.

About Blue Coat Systems

Blue Coat is a leader in enterprise security, providing on-premise, hybrid and cloud-based solutions for protecting web connectivity, combating advanced threats and responding to security breaches. Blue Coat is the global market leader in securing connection to the web and counts nearly 80 percent of the Global Fortune 500 as its customers. For additional information, visit www.bluecoat.com.

About Bain Capital Private Equity

Bain Capital Private Equity has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since our founding in 1984. Our team of more than 400 investment professionals creates value for our portfolio companies through our global platform and depth of expertise in key vertical industries including consumer/retail, financial and business services, healthcare, industrials, and technology, media and telecommunications. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, and leverages the firm’s shared platform to capture opportunities in strategic areas of focus.

This press release has been updated to reflect the new business unit name, "Bain Capital Private Equity," which was changed from "Bain Capital" or "Bain Capital, LP."