8-K
filed April 16, 2025, 7:59 PM ET
CIK 0001739942
M&A
confidence high
sentiment neutral
materiality 1.00
SolarWinds Corp: M&A transaction — SolarWinds acquired by Turn/River for $18.50/share in $4.4B deal; stock delisted
SolarWinds Corp
- Merger closed April 16, 2025; shareholders get $18.50 cash per share; total enterprise value $4.4B.
- SolarWinds common stock ceased trading on NYSE; company becomes privately held.
- Financing includes $2.225B first-lien term loan, $525M second-lien term loan, and $200M revolver.
- Board changes: Sudhakar Ramakrishna stays as CEO; new directors appointed from Turn/River.
- Total consideration to stockholders approx $3.206B; equity and debt funded by investor group.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SolarWinds Corp incurred credit facility of $2.225 billion with JPMorgan Chase Bank, N.A..
- Instrument
- credit facility
- Principal
- $2.225 billion
- Counterparty
- JPMorgan Chase Bank, N.A.
- Event
- incurrence
Exact text from the filing
Parent, as the borrower, and the Company, as a guarantor, entered into (i) that certain First Lien Credit Agreement, dated as of April 16, 2025, consisting of a first lien term facility in an aggregate principal amount equal to $2.225 billion and a revolving facility in an aggregate principal amount equal to $200.0 million
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SolarWinds Corp incurred credit facility of $525.0 million with Alter Domus (US) LLC.
- Instrument
- credit facility
- Principal
- $525.0 million
- Counterparty
- Alter Domus (US) LLC
- Event
- incurrence
Exact text from the filing
(ii) that certain Second Lien Credit Agreement, dated as of April 16, 2025, consisting of a second lien term facility in an aggregate principal amount equal to $525.0 million
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Doug Smith resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Easwaran Sundaram resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matt Amico was appointed as Director at SolarWinds Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Also in accordance with the terms of the Merger Agreement, effective upon completion of the Merger the following persons became directors of the Surviving Corporation: Sudhakar Ramakrishna, Dominic Ang, Chase Sorgel, Matt Amico, and Alvin Ang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cathleen Benko resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis Howard resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Bock resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Catherine Kinney resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chase Sorgel was appointed as Director at SolarWinds Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Also in accordance with the terms of the Merger Agreement, effective upon completion of the Merger the following persons became directors of the Surviving Corporation: Sudhakar Ramakrishna, Dominic Ang, Chase Sorgel, Matt Amico, and Alvin Ang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alvin Ang was appointed as Director at SolarWinds Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Also in accordance with the terms of the Merger Agreement, effective upon completion of the Merger the following persons became directors of the Surviving Corporation: Sudhakar Ramakrishna, Dominic Ang, Chase Sorgel, Matt Amico, and Alvin Ang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sudhakar Ramakrishna resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sudhakar Ramakrishna was appointed as Director at SolarWinds Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Also in accordance with the terms of the Merger Agreement, effective upon completion of the Merger the following persons became directors of the Surviving Corporation: Sudhakar Ramakrishna, Dominic Ang, Chase Sorgel, Matt Amico, and Alvin Ang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dominic Ang was appointed as Director at SolarWinds Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Also in accordance with the terms of the Merger Agreement, effective upon completion of the Merger the following persons became directors of the Surviving Corporation: Sudhakar Ramakrishna, Dominic Ang, Chase Sorgel, Matt Amico, and Alvin Ang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Widmann resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Hao resigned as Director at SolarWinds Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, each of Sudhakar Ramakrishna, Cathleen Benko, William Bock, Kenneth Hao, Dennis Howard, Catherine Kinney, Doug Smith, Easwaran Sundaram and Michael Widmann resigned from the Board of Directors of the Company (the “ Board ”) and any committees of the Board on which they served and ceased to be directors of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SolarWinds Corp underwent a change of control involving Starlight Parent, LLC (an affiliate of Turn/River Capital) for total consideration of approximately $3.206 billion (closed 2025-04-16).
- Action
- change of control
- Counterparty
- Starlight Parent, LLC (an affiliate of Turn/River Capital)
- Consideration
- total consideration of approximately $3.206 billion
- Closing
- 2025-04-16
Exact text from the filing
the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s stockholders in connection with the Merger was approximately $3.206 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from the Investor Group and the proceeds received in
View on SEC.gov
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