Announcement • Apr 16

Turn/River Management, L.P completed the acquisition of SolarWinds Corporation (NYSE:SWI) from a group of shareholders.

Turn/River Management, L.P. entered into a definitive agreement to acquire SolarWinds Corporation (NYSE:SWI) from a group of shareholders for $3.4 billion on February 7, 2025. SolarWinds shareholders to receive $18.50 per share in cash, with a total enterprise value of $4.4 billion. The per-share price represents a premium of approximately 35% to the volume-weighted average closing price of SolarWinds stock for the 90 trading days ended on February 6, 2025. Parent and Merger Subsidiary have secured committed financing for the Transactions, consisting of a combination of equity to be provided by certain investment funds affiliated with Turn/River and certain other institutional equity co-investors, on the terms and subject to the conditions set forth in the equity commitment letters provided by such funds (the “ Equity Commitment Letters ”), and debt financing to be provided by certain lenders, on the terms and subject to the conditions set forth in a debt commitment letter (described below), the aggregate proceeds of which, coupled with $225.0 million of the Company’s available cash, will be sufficient for Parent to pay the aggregate Merger Consideration. Certain financial institutions (collectively and each with certain affiliates, the “ Lenders ”) have committed to Parent to provide debt financing (the “ Debt Financing ”) in connection with the Merger consisting of (i) a first lien term facility in an aggregate principal amount equal to $2,225.0 million; (ii) a revolving facility in an aggregate principal amount equal to $200.0 million; and (iii) a second lien term facility in an aggregate principal amount equal to $525.0 million, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated as of February 7, 2025, and delivered to the Company as of execution of the Merger Agreement (the “ Debt Commitment Letter ”). Upon completion of the transaction, SolarWinds’ common stock will no longer be listed on the New York Stock Exchange, and SolarWinds will become a privately held company. The Company will continue to operate under the SolarWinds name and brand and remain headquartered in Austin, Texas. If the agreement is terminated by the SolarWinds, it is required to pay termination fee of approximately $120 million to Turn/River. If the agreement is terminated by Turn/River, it is required to pay termination fee of $230 million to SolarWinds. The parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including: (a) the affirmative approval of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to adopt the Merger Agreement (which has been received through the written consent of the Principal Stockholders), (b) receipt of certain required antitrust approvals, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder, as may be amended, relating to the consummation of the Merger, (c) the absence of any law or governmental order prohibiting the consummation of the Merger, (d) the information statement must have been mailed to the Company’s stockholders in accordance with the Merger Agreement at least 20 days prior to the closing date, and the consummation of the Merger must be permitted by Regulation 14C of the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act), (e) the accuracy of the representations and warranties of the other party (subject to materiality qualifiers), (f) the other party’s performance in all material respects of its obligations contained in the Merger Agreement and (g) with respect to Parent and Merger Subsidiary’s obligations only, no Company Material Adverse Effect having occurred since the execution of the Merger Agreement. The transaction, which was unanimously approved by SolarWinds’ and Turn/River Board of Directors, is currently expected to close in the second quarter of 2025, subject to the satisfaction of required regulatory clearances and other customary closing conditions. In addition to approval by the SolarWinds Board of Directors, Thoma Bravo, and Silver Lake, SolarWinds’ majority shareholders, who collectively hold approximately 65% of the outstanding voting securities of SolarWinds, have approved the transaction by delivering written consent. No further shareholder approval is required to complete the transaction. As of March 10, 2025, the waiting period under the HSR Act expired with respect to the Merger. Goldman Sachs & Co. LLC acted as the lead financial advisor and fairness opinion provider to SolarWinds. Jefferies LLC also acted as a financial advisor, fairness opinion provider to SolarWinds and will receive a fee of $6.25 million towards advisory services. Goldman Sachs & Co. LLC Will receive a fee of $42 million upon closing. John J. Gilluly III, Brent L. Bernell, Jeffrey Scharfstein, Jeffrey D. Aronson, Brian Hamano, Michelle Lara, Georgia Jolink, Heather Waters Borthwick, Ronald N. Brown III, Nicholas Klein and Brad Jorgensen of DLA Piper LLP (US) acted as SolarWinds' legal advisors. J.P. Morgan, Barclays, Santander, and RBC Capital Markets acted as the financial advisors, and Sean Z. Kramer, Lee M. Blum, Edward J. Lee, Fred N. Lim, Justin W. Solomon, Brook Sutton, Devin J. Heckman, Vladimir Khodosh, Dr. Martin A. Schwertmann, Rohit A. Nafday, Anthony Ji, Andrea Agathoklis Murino and Sion Davies of Kirkland & Ellis LLP acted as legal counsels for Turn/River. Equiniti Trust Company, LLC acted as transfer agent to SolarWinds. Turn/River Management, L.P completed the acquisition of SolarWinds Corporation (NYSE:SWI) from a group of shareholders on April 16, 2025.

Announcement • Feb 07

Turn/River Management, L.P. entered into a definitive agreement to acquire SolarWinds Corporation (NYSE:SWI) from Silver Lake Technology Investors IV, L.P, managed by Silver Lake Technology Management, L.L.C., Thoma Bravo Fund XI, L.P., managed by Thoma Bravo, L.P. and others for $3.4 billion.

Turn/River Management, L.P. entered into a definitive agreement to acquire SolarWinds Corporation (NYSE:SWI) from Silver Lake Technology Investors IV, L.P, managed by Silver Lake Technology Management, L.L.C., Thoma Bravo Fund XI, L.P., managed by Thoma Bravo, L.P. and others for $3.4 billion on February 7, 2025. SolarWinds shareholders to receive $18.50 per share in cash, with a total enterprise value of $4.4 billion. The per-share price represents a premium of approximately 35% to the volume-weighted average closing price of SolarWinds stock for the 90 trading days ended on February 6, 2025. Parent and Merger Subsidiary have secured committed financing for the Transactions, consisting of a combination of equity to be provided by certain investment funds affiliated with Turn/River and certain other institutional equity co-investors, on the terms and subject to the conditions set forth in the equity commitment letters provided by such funds (the “ Equity Commitment Letters ”), and debt financing to be provided by certain lenders, on the terms and subject to the conditions set forth in a debt commitment letter (described below), the aggregate proceeds of which, coupled with $225.0 million of the Company’s available cash, will be sufficient for Parent to pay the aggregate Merger Consideration. Certain financial institutions (collectively and each with certain affiliates, the “ Lenders ”) have committed to Parent to provide debt financing (the “ Debt Financing ”) in connection with the Merger consisting of (i) a first lien term facility in an aggregate principal amount equal to $2,225.0 million; (ii) a revolving facility in an aggregate principal amount equal to $200.0 million; and (iii) a second lien term facility in an aggregate principal amount equal to $525.0 million, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated as of February 7, 2025, and delivered to the Company as of execution of the Merger Agreement (the “ Debt Commitment Letter ”). Upon completion of the transaction, SolarWinds’ common stock will no longer be listed on the New York Stock Exchange, and SolarWinds will become a privately held company. The Company will continue to operate under the SolarWinds name and brand and remain headquartered in Austin, Texas. If the agreement is terminated by the SolarWinds, it is required to pay termination fee of approximately $120 million to Turn/River. If the agreement is terminated by Turn/River, it is required to pay termination fee of $230 million to SolarWinds. The parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including: (a) the affirmative approval of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to adopt the Merger Agreement (which has been received through the written consent of the Principal Stockholders), (b) receipt of certain required antitrust approvals, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder, as may be amended, relating to the consummation of the Merger, (c) the absence of any law or governmental order prohibiting the consummation of the Merger, (d) the information statement must have been mailed to the Company’s stockholders in accordance with the Merger Agreement at least 20 days prior to the closing date, and the consummation of the Merger must be permitted by Regulation 14C of the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act), (e) the accuracy of the representations and warranties of the other party (subject to materiality qualifiers), (f) the other party’s performance in all material respects of its obligations contained in the Merger Agreement and (g) with respect to Parent and Merger Subsidiary’s obligations only, no Company Material Adverse Effect having occurred since the execution of the Merger Agreement. The transaction, which was unanimously approved by SolarWinds’ and Turn/River Board of Directors, is currently expected to close in the second quarter of 2025, subject to the satisfaction of required regulatory clearances and other customary closing conditions. In addition to approval by the SolarWinds Board of Directors, Thoma Bravo, and Silver Lake, SolarWinds’ majority shareholders, who collectively hold approximately 65% of the outstanding voting securities of SolarWinds, have approved the transaction by delivering written consent. No further shareholder approval is required to complete the transaction. Goldman Sachs & Co. LLC acted as the lead financial advisor and fairness opinion provider to SolarWinds. Jefferies LLC also acted as a financial advisor and fairness opinion provider to SolarWinds, and John J. Gilluly, Brent L. Bernell and Jeffrey Scharfstein of DLA Piper LLP (US) acted as SolarWinds' legal advisors. J.P. Morgan, Barclays, Santander, and RBC Capital Markets acted as the financial advisors, and Sean Kramer, Edward J. Lee and Lee M. Blum of Kirkland & Ellis LLP acted as legal counsel for Turn/River.

Interest coverage ratio	2.1x
Cash	US$259.32m
Equity	US$1.40b
Total liabilities	US$1.77b
Total assets	US$3.17b

Data	Last Updated (UTC time)
Company Analysis	2025/04/15 19:49
End of Day Share Price	2025/04/15 00:00
Earnings	2024/12/31
Annual Earnings	2024/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
William Kingsley Crane	Berenberg
Kasthuri Rangan	BofA Global Research
Karl Keirstead	Deutsche Bank

This company has been acquired

SolarWinds Balance Sheet Health

Financial Health criteria checks 0/6

Key information

Recent financial health updates

SolarWinds (NYSE:SWI) Seems To Use Debt Quite Sensibly

Does SolarWinds (NYSE:SWI) Have A Healthy Balance Sheet?

These 4 Measures Indicate That SolarWinds (NYSE:SWI) Is Using Debt Reasonably Well

Is SolarWinds (NYSE:SWI) Using Too Much Debt?

We Think SolarWinds (NYSE:SWI) Can Stay On Top Of Its Debt

These 4 Measures Indicate That SolarWinds (NYSE:SWI) Is Using Debt Extensively

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