This record is drawn from an 8-K exhibit (Exhibit 99.1) that Secureworks filed with the SEC on October 21, 2024, containing the companies' joint press release announcing the signed agreement. At the time of filing the deal was newly announced and pending customary closing conditions, with the companies targeting a close in early 2025.
On the acquirer's side, the release groups financial advisory and financing roles together: "Goldman Sachs & Co. LLC., Barclays, BofA Securities, HSBC Securities (USA) Inc. and UBS Investment Bank are acting as financial advisors and providing debt financing for the transaction" to Sophos, indicating Barclays served Sophos in a dual capacity as both an M&A financial advisor and a debt financing source, alongside four peer banks, without specifying which bank held a lead role. On the target's side, Piper Sandler & Company and Morgan Stanley & Co. LLC served as financial advisors to Secureworks.
Legal counsel to Sophos was provided by Kirkland & Ellis LLP, while Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Secureworks.
The release notes that additional information about the merger could be found in Secureworks' Form 8-K filed on the same date, and that Secureworks intended to file an information statement on Schedule 14C with the SEC in connection with the merger, since Dell Technologies' majority ownership position meant stockholder approval could be obtained by written consent rather than a full proxy vote. Not disclosed in this exhibit: the specific allocation of advisory fees or lead roles among the five banks advising Sophos, the amount or terms of the debt financing being arranged, and the actual closing date beyond the general expectation of early 2025.