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Cybersecurity firm Proofpoint, backed by private equity company Thoma Bravo, is arranging $1.25 billion in financing to support its planned acquisition of data security specialist Varonis Systems in a transaction valued at approximately $6.3 billion.

The deal is part of Proofpoint’s strategy to strengthen its data protection business as organizations increasingly adopt artificial intelligence tools and face growing cybersecurity threats linked to AI.

JPMorgan and UBS to Lead Debt Financing

Proofpoint has selected JPMorgan Chase and UBS to lead a future high-yield bond offering, according to financial reports citing people familiar with the transaction.

The financing arrangements are designed to support the acquisition, which is expected to close during the first half of 2027, subject to the completion of customary conditions and the receipt of required regulatory approvals.

Under the agreement, Proofpoint will pay $49.75 in cash for each Varonis share, putting the company’s total value at approximately $6.3 billion.

The offer represents a 52% premium over Varonis’ closing share price on June 22, 2026, before initial speculation about a potential sale of the company. It is also 17% above the stock’s closing price on September 1, 2026, before further reports emerged about a possible transaction.

Thoma Bravo and Ontario Teachers’ Pension Plan Support Deal

Thoma Bravo is providing financial support for the acquisition through equity investments, alongside debt financing commitments.

Canada’s Ontario Teachers’ Pension Plan has also agreed to invest in Proofpoint to support the transaction.

The planned acquisition highlights Proofpoint’s efforts to expand its presence in data security as businesses increasingly rely on AI tools and agents. Greater AI adoption is creating new risks related to access to sensitive information, its use and potential unauthorized disclosure.

Varonis Strengthens Proofpoint’s Data Security Portfolio

Based in Miami, Varonis develops technologies designed to protect digital data. Its solutions include classifying information stored in cloud systems, monitoring user behavior and identifying access permissions for sensitive data.

Integrating Varonis’ capabilities with Proofpoint’s existing solutions for email, enterprise communications and data protection would expand the cybersecurity services available to customers.

The two companies plan to build a unified cybersecurity platform that can help organizations identify and protect sensitive data, manage the information accessible to employees and AI systems, and reduce the risks of data loss and unauthorized disclosure.

The combined company is expected to serve more than 16,000 organizations, in addition to millions of other institutions and organizations globally, according to the companies.

AI Agents Increase the Importance of Data Controls

Proofpoint CEO Sumit Dhawan said the growing use of artificial intelligence within enterprises is making the type of data AI systems can access a critical factor in determining both their value and the risks they create.

He highlighted the growing ability of AI agents to access sensitive information and perform actions across multiple systems, increasing the importance of controlling data access and usage.

Varonis to Leave Nasdaq After Closing

Thoma Bravo acquired Proofpoint in 2021 for approximately $12.3 billion, taking the cybersecurity company private.

The Varonis acquisition comes as businesses continue to increase cybersecurity spending to address cyberattacks that are increasingly using artificial intelligence technologies to steal data and exploit security vulnerabilities.

Following completion of the transaction, Varonis is expected to become a private company, with its shares no longer traded on the Nasdaq.

Until the acquisition is completed and the necessary approvals are secured, Proofpoint and Varonis will continue operating independently.