UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~November~~January 26, ~~2017~~2018

BARRACUDA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36162		83-0380411
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS ~~EmployerIdentification~~Employer Identification No.)

3175 S. Winchester Blvd.

Campbell, California 95008

(Address of principal executive offices, including zip code)

(408) 342-5400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant isif an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orof Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

IfEmerging anGrowth emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Company ☒

~~Item~~If ~~1.01.~~an ~~Entry~~emerging ~~into~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying any new or revised financial accounting standard provided pursuant to Section 13(a) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ☒

OnItem ~~November 26, 2017, Barracuda Networks, Inc~~8. ~~(the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project Deep Blue Holdings, LLC (“Newco”) and Project Deep Blue Merger Corp~~01., aOther wholly owned subsidiary of Newco (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of NewcoEvents. Newco and Merger Sub were formed by an affiliate of private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

AtOn ~~the~~January 9, ~~Effective~~2018, ~~Time~~Barracuda ~~of the Merger~~Networks, ~~each~~Inc. ~~share~~(“we,” of“us,” “Barracuda” ~~common~~or ~~stock,~~the ~~par~~“Company”) ~~value~~filed ~~$0.001~~with ~~per~~the ~~share,~~Securities ofand ~~the~~Exchange ~~Company~~Commission (the “~~Company Common Stock~~SEC”) ~~issued~~a ~~and~~definitive ~~outstanding~~proxy asstatement of(the ~~immediately~~“Definitive ~~prior~~Proxy toStatement”) ~~the~~with ~~Effective~~respect ~~Time~~to ~~(other~~the ~~than~~special ~~Owned~~meeting ~~Shares~~of orBarracuda shareholders ~~Dissenting~~scheduled ~~Shares)~~to ~~will~~ be ~~cancelled~~held ~~and~~on ~~extinguished~~February 7, ~~and~~2018 ~~automatically~~(the ~~converted~~“Special ~~into~~Meeting”). ~~the~~As ~~right~~previously todisclosed, ~~receive~~on ~~cash~~November 26, in2017, anthe ~~amount~~Company ~~equal~~entered tointo ~~$27.55,~~an ~~without~~Agreement ~~interest~~and ~~thereon~~Plan of Merger (the “~~Per~~Merger ~~Share Price~~Agreement”)., ~~Vested~~by ~~Company~~and among ~~Options~~the ~~will~~Company, beProject ~~cancelled~~Deep ~~and~~Blue ~~converted~~Holdings, ~~into~~LLC, ~~the right~~a toDelaware ~~receive~~limited ~~the~~liability ~~Per~~company ~~Share Price~~(“Newco”), ~~less~~and ~~the~~Project ~~exercise~~Deep ~~price~~Blue ~~per~~Merger ~~share~~Corp., ~~Unvested~~a ~~Company~~Delaware ~~Options~~corporation and ~~unvested~~a ~~RSUs~~wholly ~~will~~owned besubsidiary ~~cancelled~~of anNewco ~~converted~~(“Merger ~~into~~Sub”). ~~the~~Newco ~~contingent~~and Merger ~~right~~Sub towere ~~receive~~formed ~~the~~by ~~Per~~Thoma ~~Share~~Bravo ~~Price~~Fund ~~following~~VII, ~~satisfaction~~L.P., ofa ~~the~~fund ~~underlying vesting~~affiliated ~~conditions~~with ofThoma ~~such~~Bravo, ~~unvested~~LLC ~~Company Options and unvested RSUs~~(“TB”).

~~Newco~~Legal ~~and~~Proceedings ~~Merger~~Regarding Sub have secured committed financing, consisting of a combination of equity to be provided by investment funds affiliated with Thoma Bravo and debt financing from Goldman Sachs & Co. LLC, Credit Suisse and UBS Investment Bank, the ~~aggregate proceeds of which will be sufficient for Newco~~ ~~and~~ Merger Sub to pay the aggregate merger consideration and all related fees and expenses. Newco and Merger Sub have committed to use their reasonable best efforts to obtain the debt financing on the terms and conditions described in the debt commitment letter entered into as of November 26, 2017. The transaction is not subject to a financing condition.

~~Consummation~~In ofconnection with the Merger isAgreement ~~subject~~and tothe ~~customary~~transactions ~~closing~~contemplated ~~conditions~~thereby, ~~including~~four purported class action lawsuits have been filed. One complaint, ~~without~~captioned Robert ~~limitation~~Whiteley, ~~the~~On ~~absence~~Behalf of ~~certain~~Himself ~~legal~~and ~~impediments~~all Others Similarly Situated v. Barracuda Networks, ~~the~~Inc., ~~expiration~~et oral., ~~termination~~Case ofNo. 18cv321523 (filed January 8, 2018), was filed in the ~~required~~Superior ~~waiting~~Court ~~periods~~of California, ~~under~~in and for the ~~Hart~~County of Santa Clara. Three complaints, captioned Stephen Bushansky, on Behalf of Himself and All Others Similarly Situated v. Barracuda Networks, Inc., et al., Case No. 3:18-~~Scott~~cv-~~Rodino~~00191 ~~Antitrust~~(filed ~~Improvements~~January 9, ~~Act~~2018), Susan Vana, On Behalf of ~~1976~~Herself and All Others Similarly Situated v. Barracuda Networks, as ~~amended~~Inc., ~~antitrust~~et ~~regulatory~~al., ~~approval~~Case inNo. ~~Germany~~5:18-cv-00296 (filed January 12, 2018), and ~~Austria~~Robert Pollack, Individually and ~~approval~~on byBehalf of All Others Similarly Situated v. Barracuda Networks, Inc., Case No. 5:18-cv-00317 (filed January 15, 2018), were filed in the ~~Company’s~~United ~~stockholders~~States District Court for the Northern District of California.

~~The~~In ~~Company~~general, ~~has~~the ~~made customary~~complaints ~~representations~~assert ~~and~~claims ~~warranties~~against in the ~~Merger~~Company ~~Agreement~~ and ~~has~~its ~~agreed~~Board toof ~~customary~~Directors, ~~covenants~~with ~~regarding~~Project ~~the~~Deep ~~operation~~Blue ofHoldings ~~the~~LLC, ~~business~~Project ofDeep ~~the~~Blue ~~Company~~Merger Corporation, and ~~its~~Thoma ~~Subsidiaries~~Bravo ~~prior~~LLC toas ~~the~~additional ~~Effective~~defendants ~~Time.~~in ~~The~~Susan ~~Company~~Vana isv. ~~also~~Barracuda ~~subject~~Networks. toThe ~~customary restrictions~~complaints onallege, ~~its~~among ~~ability~~other tothings, ~~solicit~~that ~~alternative~~the ~~acquisition~~Merger ~~proposals~~Consideration ~~from~~is ~~third~~inadequate ~~parties~~ and tothat ~~provide~~the ~~non-public~~defendants ~~information~~failed to, ~~and~~make ~~participate~~adequate disclosures in ~~discussions~~the ~~and~~proxy ~~engage~~statement. The incomplaints ~~negotiations with~~seek, ~~third~~among ~~parties~~other ~~regarding~~things, ~~alternative~~to ~~acquisition proposals~~enjoin the Merger, ~~with~~rescission ~~customary~~of ~~exceptions~~the ~~for~~Merger ~~Superior~~should ~~Proposals~~it be completed, and damages.

~~The~~Regulatory ~~Merger~~Approvals ~~Agreement~~Required ~~contains certain termination rights~~ for the ~~Company and Newco. Upon termination of the~~ Merger Agreement under specified circumstances, the Company will be required to pay Newco a termination fee of $48,260,000. If the Merger Agreement is terminated in connection with the Company accepting a Superior Proposal or due to the Company Board’s change or withdrawal of its recommendation of the Merger, then the termination fee will become payable by the Company to Newco. This termination fee will also be payable if the Merger Agreement is terminated because the Company’s stockholders did not vote to adopt the Merger Agreement and prior to such termination, a proposal to acquire at least 50% of the Company’s stock or assets is publicly announced and the Company enters into an agreement for, or completes, a transaction contemplated by such proposal within one year of termination. In addition, the Company will be required to reimburse Newco for up to $3,000,000 of its expenses associated with the transaction if the Merger Agreement is terminated because the Company’s stockholders do not vote to adopt the Merger Agreement or if the Company breaches its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met.

~~Upon~~On January 15, ~~termination~~2018, of the ~~Merger~~applicable ~~Agreement~~waiting period under ~~other~~the ~~specified~~Austrian ~~circumstances,~~Federal ~~Newco~~Competition ~~will~~Authority be(“FCA”) ~~required~~with respect to ~~pay~~the merger contemplated by the ~~Company~~Merger ~~a termination~~Agreement ~~fee~~(the of“Merger”) ~~$96,530,000.~~has ~~The~~expired ~~termination~~or ~~fee~~terminated. byAs ~~Newco~~of ~~will~~the date ~~become~~of ~~payable~~this ifCurrent ~~Newco~~Report ~~fails~~on toForm ~~consummate~~8-K, the ~~Merger~~applicable ~~after~~waiting ~~certain~~period ~~conditions~~under ~~are~~the ~~met~~HSR Act, ifhas ~~Newco~~expired ~~breaches~~or ~~its~~been ~~representations,~~terminated; ~~warranties~~and the approvals or ~~covenants~~clearances inof athe ~~manner~~Merger ~~that~~by ~~would cause~~ the ~~related~~relevant ~~closing~~antitrust authorities ~~conditions~~in toGermany ~~not~~have bebeen ~~met,~~granted. orNo ifadditional ~~either~~clearances ~~party~~or ~~terminates~~approvals ~~because~~under ofany ~~the~~antitrust ~~termination~~laws ~~date~~are ~~described~~required ~~below,~~in ~~and~~connection atwith the ~~time~~transactions ofcontemplated ~~such~~by ~~termination,~~ the ~~Company~~Merger ~~was~~Agreement. ~~otherwise~~

~~entitled~~Supplemental toDisclosures terminate the Agreement for either of the above reasons. Thoma Bravo has provided the Company with a limited guaranty in favor of the Company (the “Limited Guaranty”). In the aggregate, the Limited Guaranty guarantees the payment of the termination fee payable by Newco and certain reimbursement obligations that may be owed by Newco to the Company pursuant to the Merger Agreement. The Merger Agreement also provides that either party may specifically enforce the other party’s obligations under the Merger Agreement, provided that the Company may only cause Newco to fund the equity financing if certain conditions are satisfied, including the funding or availability of the debt financing.

InThis ~~addition~~supplemental information toshould be read in conjunction with the ~~foregoing~~Definitive ~~termination~~Proxy ~~rights~~Statement, ~~and~~which ~~subject~~should tobe ~~certain limitations,~~read in its entirety. Nothing herein shall be deemed an admission of the ~~Company~~legal necessity or ~~Newco~~materiality ~~may~~of ~~terminate~~any of the ~~Merger~~disclosures ~~Agreement~~set ifforth herein. All page references in the ~~Merger~~information isbelow ~~not~~are ~~consummated~~to bypages ~~March 26~~in the Definitive Proxy Statement, ~~2018~~and all capitalized terms used below shall have the meanings set forth in the Definitive Proxy Statement.

The ~~foregoing~~ ~~description~~following ofsupplemental ~~the~~disclosure ~~Merger~~is ~~Agreement~~added ~~and~~after the ~~transactions~~second ~~contemplated~~sentence ~~thereby~~of ~~does~~the ~~not~~third ~~purport~~paragraph toon bepage ~~complete~~29 ~~and~~of isthe ~~subject~~Definitive ~~to,~~Proxy ~~and~~Statement ~~qualified~~concerning inthe “Background ~~its entirety by reference~~ to, the ~~full text of the~~ Merger ~~Agreement, which is attached as Exhibit 2~~.1” ~~and is incorporated herein by reference.~~

~~The~~Such ~~Merger~~conversations ~~Agreement~~did ~~contains~~not ~~representations~~include ~~and~~any ~~warranties~~discussions byregarding ~~each~~any ofpotential ~~Newco, Merger~~sale ~~Sub~~of ~~and~~ the Company. ~~These~~nor ~~representations~~any ~~and warranties were made solely for the benefit of the parties~~ process to ~~the~~do ~~Merger~~so. ~~Agreement and:~~

•The ~~should~~following ~~not~~supplemental bedisclosure ~~treated~~is asadded ~~categorical~~after ~~statements~~the oflast ~~fact,~~sentence ~~but rather as a way~~ of ~~allocating~~ the ~~risk~~penultimate toparagraph ~~one~~on page 29 of the ~~parties~~Definitive ifProxy ~~those~~Statement ~~statements~~concerning ~~prove~~the “Background to bethe ~~inaccurate;~~Merger.”

•Barracuda ~~may~~entered ~~have~~into ~~been~~16 ~~qualified~~confidentiality inagreements ~~the~~with potential ~~Merger~~bidders, ~~Agreement~~of bywhich ~~disclosures~~15 ~~that~~contained ~~were~~standstill ~~made~~provisions. toIn each instance, the ~~other~~standstill ~~party~~provisions ineither ~~connection~~terminated ~~with~~prior to the ~~negotiation~~announcement of the Merger Agreement; or terminated pursuant to their terms as a result of the announcement of the Merger Agreement.

•The ~~may~~following ~~apply~~supplemental ~~contractual~~disclosure ~~standards~~is added as a new paragraph after the second full paragraph on page 32 of ~~“materiality”~~the ~~that~~Definitive Proxy ~~are~~Statement ~~different~~concerning ~~from~~the “~~materiality”~~Background ~~under~~to ~~applicable~~the ~~securities~~Merger.” ~~laws; and~~

•The ~~were~~July 11, ~~made~~2017 ~~only~~letter asincluded the statement that “For the avoidance of doubt, Barracuda will become a new platform investment for Thoma Bravo and we are very excited about the ~~date~~opportunity ofto partner with Barracuda’s existing management team, backing its business plan, and to continue to build the ~~Merger~~business organically, ~~Agreement~~while oralso ~~such~~pursuing ~~other~~an ~~date~~inorganic orconsolidation ~~dates~~strategy asin markets in which we are deeply familiar.” While our Board of Directors and management assumed that Thoma Bravo may beseek ~~specified~~to retain some or all of the Company’s management team post-closing, our Board of Directors and executive officers did not engage in employment discussions with Thoma Bravo prior to the execution of the Merger Agreement.

OnThe ~~November 27,~~following ~~2017,~~supplemental ~~the~~disclosure ~~Company~~amends ~~issued~~and arestates ~~press~~the ~~release~~last ~~announcing~~sentence of the ~~entry~~first ~~into~~full ~~the~~paragraph ~~Merger~~on ~~Agreement.~~page ~~The~~33 ~~text~~ of the ~~press~~Definitive ~~release~~Proxy isStatement ~~attached~~concerning asthe ~~Exhibit~~“Background ~~99.1~~to ~~and~~the ~~is incorporated herein by reference~~Merger.”

~~Item~~No 9conflicts were disclosed, and accordingly, the Board of Directors did not believe it was necessary to form a special committee comprised of independent directors to address any such conflicts.01 Further, because no conflicts were disclosed, no members of the Board of Directors recused themselves from board deliberations regarding a potential transaction with Thoma Bravo or a potential sale of the company generally. ~~Financial~~Nevertheless, ~~Statements~~due ~~and~~to ~~Exhibits~~uncertainties regarding Mr. Jenkin’s role at the Company if a transaction with Thoma Bravo were consummated, the Board of Directors decided to appoint Mr. Kispert as the Company’s principal negotiator with Thoma Bravo.

~~(d)~~The ~~Exhibits~~following supplemental disclosure amends and restates the last sentence of the first paragraph under the subheading “Discounted Equity Value Analysis” on page 45 of the Definitive Proxy Statement concerning the “Fairness Opinion of Morgan Stanley & Co. LLC.”

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of November 26, 2017, by and among Project Deep Blue Holdings, LLC, Project Deep Blue Merger Corp., and Barracuda Networks, Inc.
99.1		Press Release of Barracuda Networks, Inc. dated November 27, 2017.

Based upon the application of its professional judgment and experience, Morgan Stanley then applied a selected range of forward multiples to these estimates and then applied a discount rate of 10.1% to such earnings, which rate was selected based on the Company’s estimated cost of equity and derived by application of the capital asset pricing model.

~~SIGNATURES~~The following supplemental disclosure amends and restates the second paragraph under the subheading “Discounted Cash Flow Analysis” on page 46 of the Definitive Proxy Statement concerning the “Fairness Opinion of Morgan Stanley & Co. LLC.”

~~Pursuant~~Morgan toStanley used estimates from the ~~requirements~~Management Projections and extrapolations for fiscal years 2022 through 2027 from the Management Projections based on discussions with and guidance from management for purposes of its discounted cash flow analysis, as more fully described below. In performing its discounted cash flow analysis, Morgan Stanley first calculated the ~~Securities~~Company’s ~~Exchange~~estimated ~~Act~~unlevered free cash flow, which it defined as EBITDA, less (i) stock-based compensation expense, less (ii) cash taxes, plus (iii) changes in net working capital, less (iv) capital expenditures, for the second half of ~~1934~~the fiscal year ending February 28, 2018 and for each of the ~~registrant~~fiscal ~~has~~years ~~duly~~2019 ~~caused~~through 2021 based on the Management Projections and for each of the fiscal years 2022 through 2027 based on extrapolations from the Management Projections based on discussions with and guidance from management (described further in this ~~report~~proxy tostatement beunder ~~signed~~the section entitled “The Merger—Management Projections—Unlevered Free Cash Flow”). Based on ~~its~~perpetual ~~behalf~~growth rates ranging from 2.0% to 4.0%, selected by Morgan Stanley based upon the application of its professional judgment and experience, Morgan Stanley then calculated terminal values using the ~~undersigned~~Company’s ~~hereunto~~estimated ~~duly~~unlevered ~~authorized~~free cash flow in fiscal year 2027. The Company’s estimated free cash flows for the second half of fiscal year 2018 through fiscal year 2027 and the terminal values were then discounted to present values as of August 31, 2017 using a range of discount rates of 9.1% to 11.1%, which discount rate range was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect a range based on an estimate of the Company’s weighted average cost of capital (WACC).

~~Barracuda~~The ~~Networks,~~following ~~Inc.~~supplemental ~~By:~~disclosure ~~/s/~~amends ~~Diane~~and C.restates ~~Honda~~the ~~Diane~~list C.following ~~Honda~~the ~~Senior~~paragraph ~~Vice~~under ~~President,~~the subheading ~~General~~“Precedent ~~Counsel~~Multiples Analysis” on page 46 of the Definitive Proxy Statement concerning the “Fairness Opinion of Morgan Stanley & ~~Secretary~~Co. LLC.”

~~Date:~~Selected ~~November 27,~~Precedent ~~2017~~Sponsor Transactions (Target / Acquiror)


Transaction	Transaction Value	LTM AV/EBITDA	NTM AV/EBITDA
Advanced Computer Software Group Limited / Vista Equity Partners	$1.2B	16.1x	15.0x
AVG Technologies N.V. / AVAST Software s.r.o.	$1.4B	9.9x	8.4x
Blackboard Inc. / Providence Equity Partners	$1.8B	15.8x	11.9x
Blue Coat Systems Inc. / Symantec Corporation	$4.7B	20.9x	N.A.
BMC Software, Inc. / Bain Capital Private Equity	$5.8B	7.7x	7.1x
Compuware Corporation / Thoma Bravo, LLC	$2.2B	14.7x	10.3x
Epicor Software Corporation / Apax Partners LLP	$0.9B	13.0x	9.8x
Exact Holding NV / Apax Partners LLP	$0.9B	15.0x	14.4x
Gigamon Inc. / Elliott Management Corporation	$1.3B	23.6x	14.9x
Informatica Corporation / Permira Funds	$5.0B	25.4x	18.4x
Infoblox Inc./ Vista Equity Partners	$1.6B	27.4x	19.5x
Riverbed Technology Inc. / Thoma Bravo, LLC	$3.6B	9.6x	9.1x
SkillSoft PLC / Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners LLC	$1.0B	8.8x	8.9x
SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC	$4.3B	20.5x	16.5x
SonicWALL Inc. / Thoma Bravo, LLC	$0.5B	12.4x	10.6x
TIBCO Software Inc. / Vista Equity Partners	$4.2B	17.6x	19.5x
Websense, Inc. / Vista Equity Partners	$1.0B	12.9x	15.6x

Selected Precedent Software & Security Transactions (Target / Acquiror)


Transaction	Transaction Value	LTM AV/EBITDA	NTM AV/EBITDA
Acme Packet Inc. / Oracle Corporation	$1.7B	26.7x	23.6x
Advanced Computer Software Group Limited / Vista Equity Partners	$1.2B	16.1x	15.0x
Advent Software, Inc. / SS&C Technologies Holdings, Inc.	$2.7B	19.4x	17.3x
Art Technology Group, Inc. / Oracle Corporation	$0.9B	22.8x	17.9x
Attachmate Corporation / Micro Focus International plc	$2.4B	7.5x	8.2x
AVG Technologies N.V. / AVAST Software s.r.o.	$1.4B	9.9x	8.4x
Blackboard Inc. / Providence Equity Partners	$1.8B	15.8x	11.9x
Blue Coat Systems Inc. / Symantec Corporation	$4.7B	20.9x	N.A.
BMC Software, Inc. / Bain Capital Private Equity	$5.8B	7.7x	7.1x
Compuware Corporation / Thoma Bravo, LLC	$2.2B	14.7x	10.3x
Constant Contact Inc. / Endurance International Group Holdings, Inc.	$0.9B	20.3x	10.7x
Convio, Inc. / Blackbaud Inc.	$0.3B	28.3x	23.6x
Epicor Software Corporation / Apax Partners LLP	$0.9B	13.0x	9.8x
Exact Holding NV / Apax Partners LLP	$0.9B	15.0x	14.4x
Fleetmatics Group PLC / Verizon Communications Inc.	$2.4B	22.8x	18.4x
Informatica Corporation / Permira Funds	$5.0B	25.4x	18.4x
Infoblox Inc./ Vista Equity Partners	$1.6B	27.4x	19.5x
JDA Software Group, Inc. / RedPrarie Corp.	$1.9B	11.0x	10.9x
Lawson Software Inc. / Infor Global Solutions and Golden Gate Capital	$1.9B	12.9x	10.5x
LifeLock, Inc. / Symantec Corporation	$2.4B	31.1x	24.2x
LogMeIn, Inc. / Citrix Systems, Inc.	$2.1B	26.7x	22.0x
McAfee, Inc. / Intel Corporation	$6.9B	11.9x	11.3x
Novell, Inc. / Attachmate Corporation	$1.2B	8.1x	8.7x
Quest Software, Inc. / Dell Inc.	$2.4B	13.3x	10.3x
Riverbed Technology Inc. / Thoma Bravo, LLC	$3.6B	9.6x	9.1x
SkillSoft PLC / Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners LLC	$1.0B	8.8x	8.9x
SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC	$4.3B	20.5x	16.5x
SonicWALL Inc. / Thoma Bravo, LLC	$0.5B	12.4x	10.6x
Sybase Inc. / SAP Corporation	$5.8B	14.5x	12.9x
Taleo Corporation / Oracle Corporation	$1.9B	31.0x	26.8x
TIBCO Software Inc. / Vista Equity Partners	$4.2B	17.6x	19.5x
Websense, Inc. / Vista Equity Partners	$1.0B	12.9x	15.6x

The following supplemental disclosure is added below the table under the subheading “Sonian Projections” on page 53 of the Definitive Proxy Statement concerning the “Management Projections.”

Unlevered Free Cash Flow

($MM)

Using the information set forth in the foregoing Company Projections and Sonian Projections, unlevered free cash flow was calculated for the second half of the fiscal year ending February 28, 2018 and for each of the fiscal years 2019 through 2021, and was further extrapolated for each of the fiscal years 2022 through 2027.


	Projections										Extrapolations
	H2 of FY’2018 (1)		FY’2019		FY’2020		FY’2021		FY’2022		FY’2023		FY’2025		FY’2025		FY’2026		FY’2027
Total Revenue(2)	$	197	$	439	$	492	$	553	$	623	$	689	$	750	$	804	$	846	$	876
Unlevered Free Cash Flow (3)	$	19	$	39	$	45	$	54	$	67	$	77	$	88	$	99	$	109	$	117

(1)

Consists of Company Q3 and Q4 of FY’2018 and Sonian Q4 FY’2018.

(2)

Total revenue for the Company and Sonian on a combined basis.

(3)

Unlevered free cash flow was calculated as EBITDA, less (i) stock-based compensation expense, less (ii) cash taxes, plus (iii) changes in net working capital, less (iv) capital expenditures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Barracuda Networks, Inc.

By:		/s/ Diane C. Honda
		Diane C. Honda Senior Vice President, General Counsel & Secretary

Date: January 26, 2018

Filing Compare · BARRACUDA NETWORKS INC