Project Fortress Parent, LLC acquires ForgeRock, Inc. (2022)

Deal facts

Buyer: Project Fortress Parent, LLC
Target: ForgeRock, Inc.
Deal value: Not disclosed
Announced: 10 October 2022
Status: Completed
Sector: Technology
Country: United States
Consideration: cash

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Deal timeline

1 update

23 Aug 2023CompletedClosed
Project Fortress Parent, LLC completes acquisition of ForgeRock, Inc.
Introductory Note This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated October 10, 2022 (the “ Merger Agreement ”), between Project Fortress Parent, LLC, a Delaware limited liability company (“ Parent ”), Project Fortress Merger Sub, Inc., a Delaware corporation and
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OpinionExit Mode editorial

We see a clear signal in the decision by Project Fortress Parent, LLC to take ForgeRock, Inc private. This transaction, announced on 10 October 2022, represents a classic going private move within the US technology sector. The all cash consideration structure removes the immediate volatility of public markets for the founders and early shareholders. It suggests the buyer values long term operational freedom over the quarterly reporting cycle. For the SME founder watching from the UK or Europe, this highlights a growing appetite among private capital to back established technology platforms with the patience required to build sustainable value without public scrutiny.

The mechanics here are straightforward yet significant. An all cash deal means the target company avoids the complex dilution issues often seen in stock for stock swaps. It also implies the buyer has secured the necessary debt financing or equity commitments to close the gap immediately. While the deal value remains undisclosed, the structure itself speaks volumes about the confidence of Project Fortress in the underlying business model. They are not hedging their bet with contingent payments or earn outs tied to future share prices. This is a clean break from the public market, allowing management to focus on product and customers rather than investor relations.

Regulatory clearance in the US is the primary hurdle for any such transaction, particularly in the technology sector where data and competition concerns are paramount. The CMA does not have jurisdiction here, but US antitrust thresholds will apply. Once those checks are passed, the change of control covenants in existing contracts will trigger. Founders must ensure their own commercial agreements do not contain hidden clauses that could unravel upon a change of ownership. The speed of completion in this case suggests the due diligence was thorough and the regulatory path was clear from the outset.

Our view is that the market is rewarding businesses that can demonstrate resilience without the pressure of daily stock price fluctuations. If you are running a technology firm with strong fundamentals but feel constrained by public reporting requirements, you should review your cap table and debt covenants this week. Identify which private equity firms have a history of backing similar US technology platforms and prepare a preliminary data room to test the waters for a potential going private discussion.

Editorial opinion. Not financial or legal advice.

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