Announcement • Feb 27
ABRY Partners, LLC and Searchlight Capital Partners, L.P. signed a letter of intent to acquire remaining majority stake in KORE Group Holdings, Inc. (NYSE:KORE) from rollover shareholders for approximately $730 million.
ABRY Partners, LLC and Searchlight Capital Partners, L.P. signed a letter of intent to acquire remaining majority stake in KORE Group Holdings, Inc. (NYSE:KORE) from rollover shareholders for approximately $730 million on November 3, 2025. Abry Partners and Searchlight entered into a definitive agreement to acquire remaining majority stake in KORE from rollover shareholders on February 26, 2026. Each share of Series A-1 Preferred Stock of the KORE, all of which shares are held by Searchlight IV KOR, L.P. will remain outstanding after the Merger.
On February 26, 2026, KORE entered into, a Voting, Support and Rollover Agreement with Searchlight which, beneficially owns all of the issued and outstanding Series A-1 preferred stock (with a present liquidation preference of approximately $275,000,000) and Penny Warrants to purchase approximately 14% of the shares of Common Stock, on a fully diluted basis, pursuant to which, among other things, Searchlight has agreed to vote all of the shares of KORE Common Stock and Series A-1 preferred stock of the KORE held by Searchlight in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such Penny Warrants to Parent immediately prior to the Effective Time; and Voting and Support Agreements with Abry and Voting, Support and Rollover Agreements with Abry, which, directly or indirectly, beneficially owns approximately 28% of the outstanding shares of KORE Common Stock, pursuant to which, among other things, Abry has agreed to vote all of the shares of KORE Common Stock held by Abry in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute shares representing approximately 27% of the outstanding shares of KORE Common Stock to Parent immediately prior to the Effective Time. In addition, pursuant to the Merger Agreement, each outstanding warrant to purchase KORE Common Stock that has not been exercised as of the Effective Time will remain outstanding after the Merger in accordance with its terms. Parent has obtained equity financing commitments from the Guarantors in an aggregate amount of $175 million to fund the transactions contemplated by the Merger Agreement. Upon closing, KORE will operate as a privately-held company. Upon termination of the Merger Agreement under specified circumstances, KORE will be required to pay Parent a termination fee of approximately $7.2 million and Parent will be required to pay KORE a termination fee in an amount equal to $12 million.
The consummation of the Merger is subject to conditions, including, among others: 1) the adoption of the Merger Agreement by (i) the holders of a majority of the outstanding shares of KORE Common Stock entitled to vote thereon and (ii) the holders of a majority of the votes cast by the Disinterested Stockholders, which excludes Searchlight and its affiliates, Abry Partners, LLC and its affiliates, the other Rollover Stockholders, certain officers of the KORE and members of the Board affiliated with Searchlight, Abry or the other Rollover Stockholders (such approvals, collectively, the “Requisite KORE Stockholder Approval”) 2.) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of any other required approvals under applicable antitrust laws 3) the receipt of certain required approvals from the Committee on Foreign Investment in the United States 4) the absence of any order, injunction or decree restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger 5) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications and “material adverse effect” qualifications, as of the date of the Merger Agreement and as of the closing, and the performance in all material respects of the covenants and agreements contained in the Merger Agreement by each of the parties; and since the date of the Merger Agreement, the absence of any Material Adverse Effect 6) subject to KORE Board of Directors’ approval. The members of the KORE Board of Directors voted unanimously in favor of the transaction, at a special meeting by all members present. KORE expects the transaction to close during the second or third quarter of 2026. Board of directors of KORE duly established a special committee thereof consisting of only independent and disinterested directors.
Rothschild & Co US Inc. is acting as financial advisor and fairness opinion provider to the Special Committee. Michael D. Allen and Robert B. Greco of Richards, Layton & Finger, P.A. served as legal advisor to the Special Committee. Paul Davis Fancher and Coburn R. Beck of Troutman Pepper Locke LLP is serving as legal advisor to KORE. Steven A. Cohen of Wachtell, Lipton, Rosen & Katz LLP is serving as legal advisor to Searchlight. Joshua Korff, P.C. of Kirkland & Ellis LLP is acting as legal advisor to Abry. TD Securities (USA) LLC is acting as financial advisor to Searchlight and Abry.
