--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-082231" form_type: "8-K" ticker: null cik: "0001739942" company_name: "SolarWinds Corp" filed_at: "2025-04-16T23:59:59+00:00" generated_at: "2026-05-23T13:30:23.646872+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # SolarWinds acquired by Turn/River for $18.50/share in $4.4B deal; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-082231 - form_type: 8-K - cik: 0001739942 - company_name: SolarWinds Corp - filed_at: 2025-04-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/d938698d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-082231 - JSON: https://secwatch.observer/filing/0001193125-25-082231.json - Plain text: https://secwatch.observer/filing/0001193125-25-082231.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Debt Financings 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 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Doug Smith resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Easwaran Sundaram resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Matt Amico was appointed as Director at SolarWinds Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Cathleen Benko resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Dennis Howard resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change William Bock resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Catherine Kinney resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Chase Sorgel was appointed as Director at SolarWinds Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Alvin Ang was appointed as Director at SolarWinds Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Sudhakar Ramakrishna resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Sudhakar Ramakrishna was appointed as Director at SolarWinds Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Dominic Ang was appointed as Director at SolarWinds Corp. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Michael Widmann resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - Executive change Kenneth Hao resigned as Director at SolarWinds Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1739942/000119312525082231/0001193125-25-082231-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.