London, UK, 7^th Feb – SolarWinds Corporation ("SolarWinds" or the "Company"), a leading provider of simple, powerful, secure observability and IT management software, today announced that it has entered into a definitive agreement to be acquired by Turn/River Capital in an all-cash transaction for $18.50 per share or approximately $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.

"We have built a great track record of helping customers accelerate business transformations through simple, powerful, secure solutions designed for hybrid and multi-cloud environments. We now look forward to partnering with Turn/River to deliver operational resilience solutions for our customers on our SolarWinds Platform, leveraging our premier observability, monitoring, and service desk solutions," said Sudhakar Ramakrishna, President and CEO of SolarWinds.

"This successful transaction and exciting partnership are testaments to our employees' outstanding work of building exceptional solutions and delivering great customer success," Ramakrishna continued. "We are confident that Turn/River's expertise and growth orientation will help us ensure SolarWinds continues to drive innovation and deliver even greater value for customers and stakeholders."

"SolarWinds is a global leader in software that helps a wide range of businesses securely manage and optimise their systems, networks, and IT infrastructure. Their deep commitment to understanding and solving customer needs has led to decades of innovation, impact, and consistent growth," said Dominic Ang, Founder and Managing Partner of Turn/River Capital. "We are incredibly excited to partner with SolarWinds. By pairing our team of software operators and investors with their relentless focus on customer success, together we aim to accelerate growth and further innovation."

Additional transaction terms

The transaction, which was unanimously approved by SolarWinds' 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.

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.

Advisors

Goldman Sachs & Co. LLC acted as the lead financial advisor to SolarWinds, Jefferies LLC also acted as a financial advisor to SolarWinds, and DLA Piper LLP (US) acted as SolarWinds' legal advisor. J.P. Morgan, Barclays, Santander, and RBC Capital Markets acted as the financial advisors, and Kirkland & Ellis LLP acted as legal counsel for Turn/River.

Fourth quarter 2024 financial results

The Company will no longer hold its conference call to discuss its financial results for the fourth quarter and full year 2024, originally scheduled for Tuesday, February 11, 2025, at 7:00 a.m. CT, due to the announcement of the pending transaction.

The Company plans to report its financial results for the fourth quarter and full year 2024 on or before February 14, 2025.