July 3 (Reuters) - Private equity firms KKR and

Francisco Partners are competing to acquire Instructure ( INST )

, a U.S. education software provider with a market value

of $3.4 billion, people familiar with the matter said on

Wednesday.

The two buyout firms are through to the final round of

bidding for Instructure ( INST ) and are preparing to submit binding

offers next week, the sources said.

There is no certainty that private equity firm Thoma Bravo,

which holds an 83% stake in Instructure ( INST ), will agree to sell it,

and other bidders could emerge, the sources added, requesting

anonymity because the matter is confidential.

Instructure ( INST ), KKR, Francisco Partners and Thoma Bravo

declined to comment.