M&A - SolarWinds Corp

Form Type: 10-K/A

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000173994225000058

Filing Summary: This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 is filed by SolarWinds Corporation to present the information required by Part III of Form 10-K. SolarWinds entered into a Merger Agreement with Starlight Parent, LLC and Starlight Merger Sub, Inc., leading to the merger in which the Company will become a wholly owned subsidiary of Parent. This merger officially closed on April 16, 2025. Additionally, following the merger, SolarWinds' common stock will be voluntarily delisted from the New York Stock Exchange, and the company will file a Form 15 to deregister the common stock under the Securities Exchange Act, thus suspending its SEC reporting obligations. The document also mentions updates in management assessments and certifications as mandated by Sarbanes-Oxley. It clarifies that no financial statements were amended in this filing, and any updates regarding disclosures are limited to events occurring before the merger.

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Form Type: SCHEDULE 13G/A

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000095017025055602

Filing Summary: On April 16, 2025, Thoma Bravo Fund XI, L.P., and other related funds completed a merger involving SolarWinds Corporation and Starlight Parent, LLC. The transaction was executed per an Agreement and Plan of Merger dated February 7, 2025, wherein the Merger Subsidiary merged with SolarWinds, resulting in SolarWinds becoming a wholly owned subsidiary of Starlight Parent. As part of this merger, each share of SolarWinds Common Stock was converted to cash worth $18.50 per share. Consequently, the Reporting Persons, which include various Thoma Bravo funds, no longer hold any shares of SolarWinds following the merger. This filing serves as an exit for the Reporting Persons, reflecting their termination of beneficial ownership in the company’s shares.

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Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082231

Filing Summary: On April 16, 2025, SolarWinds Corporation completed the merger as per the Merger Agreement dated February 7, 2025, between the Company, Starlight Parent, LLC, and Starlight Merger Sub, Inc. Merger Sub merged with SolarWinds, making it a wholly owned subsidiary of Parent, which is affiliated with Turn/River Capital, L.P. The Company underwent significant financial restructuring, including the establishment of new credit agreements totaling approximately $2.750 billion for financing the merger. All existing shares of the Company were canceled and converted into the right to receive $18.50 in cash per share, excluding dissenting and cancelled shares. Several changes in the Board of Directors occurred, with resignation of existing members and the appointment of new directors. Additionally, immediate steps were taken to delist the Company’s common stock from the New York Stock Exchange and deregister its shares under the Securities Exchange Act of 1934. The total consideration for the merger was about $3.206 billion, financed through contributions by investors and loans from the new credit agreements. The Company also terminated its 2018 Employee Stock Purchase Plan upon merger completion.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525082296

Filing Summary: On April 16, 2025, SolarWinds Corporation filed a Post-Effective Amendment to deregister any and all shares of common stock that remain unsold or unissued under multiple previous Form S-8 Registration Statements due to a merger with Starlight Parent, LLC. This merger, effective on the same date, resulted in SolarWinds surviving as a wholly owned subsidiary of Parent. As part of this transaction, the company's existing equity plans, including the Equity Incentive Plan and the Employee Stock Purchase Plan, are being terminated as well as the registration of shares previously filed with the SEC.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525082299

Filing Summary: On April 16, 2025, SolarWinds Corporation announced a post-effective amendment related to several S-8 registration statements. This amendment is primarily for the purpose of deregistering any shares of common stock that remain unsold as of the date of the amendment. The document details the merger of SolarWinds Corporation with Starlight Parent, LLC and Starlight Merger Sub, Inc., under which the Registrant will survive as a wholly owned subsidiary of Parent. As a result of this merger, SolarWinds has terminated various equity incentive plans including the 2018 Equity Incentive Plan and the Employee Stock Purchase Plan, among others. The amendment officially terminates the effectiveness of previous registration statements regarding these securities, stating that all shares of common stock registered that are unsold or unissued are deregistered.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082302

Filing Summary: On April 16, 2025, SolarWinds Corporation filed a Post-Effective Amendment No. 1 to several Form S-8 registration statements with the SEC. This amendment is primarily aimed at deregistering any shares of common stock that remain unsold or unissued under the specified registration statements. A key event outlined in the document is the merger of SolarWinds Corporation with Starlight Parent, LLC and Starlight Merger Sub, Inc., which was effective on the same date. As a result of this merger, SolarWinds now operates as a wholly owned subsidiary of Starlight Parent, leading to the termination of its equity incentive plans and stock purchase plans. The filing signifies the end of offers and sales of securities registered under previous registration statements, thus marking a significant transition in the corporate structure following the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082303

Filing Summary: On April 16, 2025, SolarWinds Corporation, a Delaware corporation, filed a Post-Effective Amendment No. 1 to its Form S-8 registration statements. This amendment is primarily for the purpose of deregistering shares of common stock that remain unsold as of the filing date. The deregistration pertains to multiple prior registration statements, including those for the 2018 Equity Incentive Plan, the 2018 Employee Stock Purchase Plan, the SolarWinds Corporation Equity Plan, the SAManage Ltd. 2012 Israeli Share Option Plan, and certain restricted stock units. The amendment follows a merger that occurred on the same date, in which the Registrant merged with Starlight Parent, LLC, resulting in the Registrant becoming a wholly owned subsidiary of Parent. As a result of this merger, various equity plans have been terminated, and all offers and sales of its securities registered under its existing registration statements have also been terminated. The Registrant is consequently filing this amendment to terminate the effectiveness of the registration statements and remove from registration any unissued shares of common stock.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082306

Filing Summary: On April 16, 2025, SolarWinds Corporation filed a Post-Effective Amendment No. 1 to Form S-8, which relates to various Registration Statements previously filed. This amendment is aimed at deregistering all shares of common stock of SolarWinds that remained unsold or unissued under these registration statements as of the filing date. As part of a merger effective on the same date, the Registrant merged with Starlight Parent, LLC and will operate as a wholly owned subsidiary of this entity. Consequently, SolarWinds has terminated several equity incentive plans and has initiated the process to terminate the effectiveness of the existing registration statements related to their stock offerings. This document solidifies the deregistration of shares and reflects all necessary amendments regarding this corporate action.

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Form Type: S-8 POS

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082308

Filing Summary: On April 16, 2025, SolarWinds Corporation filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements to deregister any unsold shares of common stock remaining under various Registration Statements. The merger, effective on this date, involved Starlight Parent, LLC and Starlight Merger Sub, Inc. merging with SolarWinds, resulting in SolarWinds being a wholly owned subsidiary of Parent. Consequently, the existing Equity Incentive Plan, Employee Stock Purchase Plan, SolarWinds Equity Plan, SAManage Ltd. 2012 Israeli Share Option Plan, and outside restricted stock units were terminated. The filing serves as a termination of effectiveness for the existing registration statements, highlighting the removal of unsold shares from registration.

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Form Type: DEFM14C

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000173994225000035

Filing Summary: On February 7, 2025, SolarWinds Corporation entered into a Merger Agreement with Starlight Parent, LLC and Starlight Merger Sub, Inc. Under the agreement, Merger Sub will merge with and into SolarWinds, resulting in SolarWinds becoming a wholly owned subsidiary of Parent. Each share of Company Common Stock will be converted into the right to receive cash of $18.50. The Merger was unanimously approved by the board of directors after determining it to be fair and in the best interest of stockholders. Principal Stockholders, holding approximately 65% of the voting power, provided written consent for the Merger, eliminating the need for a stockholder meeting. Appraisal rights are available for stockholders who do not wish to accept the Merger consideration, with further details provided. The information statement and consent notice were mailed to stockholders on March 27, 2025.

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Form Type: PREM14C

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000173994225000030

Filing Summary: On February 7, 2025, SolarWinds Corporation and Starlight Parent, LLC entered into a Merger Agreement under which Starlight Merger Sub, Inc. will merge with SolarWinds, making SolarWinds a wholly owned subsidiary of Starlight Parent. The merger will result in each share of SolarWinds Common Stock being converted into cash at a price of $18.50 per share, excluding dissenting shares and treasury stocks. The Board of Directors unanimously recommended this merger, asserting it is fair and in the best interest of the company's shareholders. Principal stockholders representing approximately 65% of SolarWinds' voting power have already delivered consent for the merger, negating the need for a stockholder meeting. Appraisal rights will be available for shareholders wishing to contest the merger terms. Goldman Sachs and Jefferies provided favorable financial opinions endorsing the merger consideration as fair. The document facilitates compliance with Delaware law notice requirements for actions taken by written consent.

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Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000173994225000024

Filing Summary: On March 10, 2025, it was reported that SolarWinds Corporation entered into a Merger Agreement with Starlight Parent, LLC, wherein the Merger Subsidiary will merge with SolarWinds, making it a wholly owned subsidiary of Parent. This merger is contingent on customary conditions including regulatory approvals, specifically referencing the Hart-Scott-Rodino Act waiting period which has expired. The merger is anticipated to close in the second quarter of 2025, subject to other customary conditions as detailed in the previous filings. The document also provides forward-looking statements regarding the potential outcomes and risks associated with the merger, including regulatory risks, costs involved, and impacts on the company's operations.

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Form Type: 10-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000173994225000013

Filing Summary: SolarWinds Corporation is undergoing an acquisition by Turn/River Capital. The company discussed its proposed acquisition, highlighting the expected changes in its financial projections, revenue growth, operating expenses, EBITDA, and overall market strategy. The report emphasizes the importance of this acquisition in transitioning the company towards a subscription-first model and enhancing its product development efforts. Macro-economic conditions, including geopolitical tensions and the impact of previous cyber incidents, are also addressed, noting their potential effects on business performance and strategic direction. The filing further presents information related to the company's financial health and operational strategies for the upcoming fiscal year, along with significant risk factors identified by the management.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022306

Filing Summary: On February 7, 2025, SolarWinds Corporation entered into a Merger Agreement with Starlight Parent, LLC and Starlight Merger Sub, Inc., providing for the merger of the latter with and into the Company. Following this merger, SolarWinds will operate as a wholly owned subsidiary of Parent. The board unanimously approved this agreement as being in the best interest of its shareholders and a majority of the outstanding shares approved the merger through a written consent. The Merger Consideration is $18.50 per share of common stock. Post-merger, the Company’s shares will be delisted from the NYSE and will be converted to cash for shareholders, excluding dissenting shares and those held by affiliates. All existing options and equity awards will also be converted into cash based on their terms under the Merger Agreement. The agreement includes no-shop provisions restricting the Company from soliciting alternative acquisition proposals. The agreement’s consummation is subject to certain closing conditions, including regulatory approvals and the execution of financing commitments totaling $2.225 billion, secured through equity and debt financing. The document outlines potential termination rights and obligations, including fees tied to delays or breaches. This merger follows substantial investment commitments from Turn/River Capital and other affiliates, which are detailed in attached exhibits.

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