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Synopsys did not receive $2.1 billion in cash for its Software Integrity business. The $2.1 billion figure was the maximum value announced on May 6, 2024; after the sale closed on September 30, 2024, Synopsys reported $1.65 billion in aggregate consideration. The business became independent application-security company Black Duck Software, while Synopsys said the divestiture would sharpen its focus on silicon-to-systems design automation and design IP.
Why do the $2.1 billion and $1.65 billion figures differ?
The figures describe different stages and measures of the transaction. In its May 6, 2024 announcement, Synopsys valued the proposed sale at up to $2.1 billion. That maximum included up to $475 million in cash payable if the buyers achieved a specified rate of return in one or more liquidity transactions; it was not an upfront cash payment.
Synopsys later reported $1.65 billion in aggregate consideration in its fiscal-2025 Form 10-K. The filing breaks that amount into cash paid at closing, deferred consideration, contingent consideration measured at fair value, and net-working-capital adjustments.
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1Repair Windows errors before they cause bigger problems2Fix the driver behind crashes, sound loss and screen glitches3Clear out junk files and repair common Windows errors| Measure | Amount | Meaning |
|---|---|---|
| Announced maximum value, May 6, 2024 | Up to $2.1 billion | Headline transaction value; included up to $475 million in conditional cash tied to the sponsors achieving a specified rate of return in one or more liquidity transactions. |
| Aggregate consideration reported after closing | $1.65 billion | Synopsys’ fiscal-2025 Form 10-K accounting for the completed transaction. |
| Cash paid at closing | $1.48 billion | Cash consideration at the September 30, 2024 closing. |
| Deferred consideration | $125.0 million | Deferred component of the aggregate consideration. |
| Contingent consideration | $22.2 million | Fair value recorded for contingent consideration. |
| Net-working-capital adjustments | $27.1 million | Adjustment included in the aggregate consideration. |
The announced maximum and the later accounting total should not be treated as two reports of the same cash payment. One was a maximum transaction value announced before completion; the other was the aggregate consideration Synopsys reported after the sale and related adjustments.
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Who bought the business, and what happened to it?
Synopsys announced an agreement to sell its Software Integrity Group to Clearlake Capital Group and Francisco Partners. The transaction closed on September 30, 2024, according to Synopsys’ fiscal-2025 Form 10-K. The group relaunched as Black Duck Software, Inc., an independent application-security company, with its existing management team expected to lead the new company.
Black Duck describes its offerings as available for on-premises, software-as-a-service, and hybrid deployments. The name refers to the independent company formed from Synopsys’ former Software Integrity Group; it is not a new name for Synopsys itself.
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Why did Synopsys sell Software Integrity?
Synopsys framed the divestiture as a strategic refocus. The company said it would sharpen its attention on its silicon-to-systems strategy and its core design-automation and design-IP businesses, where it sees engineering of silicon and systems converging as technology research and development teams pursue AI-driven applications.
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Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →Outbyte PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →That rationale came from Synopsys, the seller. The buyers offered a complementary view of the carve-out: Francisco Partners’ CEO Dipanjan “DJ” Deb described it as an opportunity to give the division greater focus and flexibility, while Clearlake co-founder and managing partner Behdad Eghbali pointed to rising demand for application-security testing as security becomes more embedded in DevOps workflows.
What was Synopsys’ accounting gain?
Synopsys reported a fiscal-2024 pre-tax gain of $868.8 million, before later working-capital adjustments. It subsequently reported a finalized total pre-tax gain of $860.5 million, net of transaction costs. These are accounting gains, not the sale price: they should be distinguished from both the announced maximum value and the $1.65 billion aggregate consideration.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the transaction changed
Before the sale, application-security testing sat within Synopsys’ Software Integrity Group. After closing, the business operated independently as Black Duck, backed by Clearlake and Francisco Partners. Synopsys, meanwhile, positioned the divestiture as a way to concentrate on design automation and design IP across silicon and systems.
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