Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Tech · Services-Computer Programming Services

International Business Machines Corp to acquire HashiCorp, Inc.

Announced Apr 24, 2024 · Closed Feb 27, 2025

Deal value$6.40BEV $6.40B
Premium43.0%To unaffected price
EV / Adj. EBITDA—11.0x EV / Revenue
ConsiderationAll cash$35.00 per share

Transaction

Acquirer
International Business Machines Corp (IBM)
Target
HashiCorp, Inc.
Buyer type
Strategic
Offer price per share
$35.00
Enterprise value
$6.40B
Status
Closed Feb 27, 2025

Deal protections

Break fee (target pays)
$264M · 4.1%
Reverse fee (buyer pays)
—
Go-shop
No-shop
Financing
No financing condition

Advisors

To the acquirer
Not disclosed
To the target
Qatalyst

Sector context · Tech

Comparable deals
56 in the prior 24 months
Premium
43.0% vs. 46.0% sector median
EV / Adj. EBITDA
Sector median 15.5x
Break fee
4.1% vs. 3.0% sector median

Timeline

  1. AnnouncedApr 24, 2024
  2. Proxy filedJun 3, 2024
  3. Definitive proxyJun 13, 2024
  4. Shareholder voteJul 15, 2024
  5. ClosedFeb 27, 2025

Valuation · fairness opinions

Discounted cash flow$25.78$35.11
Discounted cash flow$21.15$30.32
Discounted cash flow$20.61$29.45
Discounted cash flow$19.19$35.16
Discounted cash flow$20.61$33.87
Offer $35.00

Implied value per HashiCorp, Inc. share by analysis, from Qatalyst.

Sources
  • 8-K (EX-99.1) · Apr 24, 2024
  • 8-K (EX-99.1) · Apr 25, 2024
  • DEFA14A · Apr 25, 2024
  • 8-K (EX-99.1) · May 30, 2024
  • 8-K (EX-99.1) · Aug 29, 2024
  • 8-K (EX-99.1) · Dec 5, 2024

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.