SolarWinds has entered into a definitive agreement to be acquired by Turn/River Capital, a successful private equity firm known for driving transformational growth. This all-cash transaction is valued at approximately $4.4 billion, and we couldn't be more excited about the opportunities it brings.
A Partnership BUILT for Innovation and GROWTH
This partnership marks a significant milestone in the SolarWinds journey. We join forces with Turn/River to fast-track our mission of helping customers accelerate business transformation through simple, powerful, and secure solutions. Turn/River's expertise and growth-oriented approach will empower us to innovate faster on the SolarWinds Platform, increase our customer success orientation, and help create even more impactful solutions for our global customers and partners.
What This Means for You
For our customers and partners, a broader set of SolarWinds Platform innovations and an even greater focus on customer success to help navigate the complexities of today's hybrid and multi-cloud environments. With Turn/River's backing, we can expand our vision around operational resilience, ensuring that your IT infrastructure remains robust and reliable in the face of increasing Cloud and AI technology demands. Our steadfast focus is delivering exceptional products and experiences that empower your success.
Next Steps
The transaction is expected to close in the second quarter of 2025, subject to the satisfaction of required regulatory clearances and other customary closing conditions. Until then, SolarWinds will continue to operate independently, and our dedicated team will remain fully committed to serving you. We are immensely grateful for your ongoing support and look forward to achieving even greater success together.
Join Us on This Exciting Journey
The future is incredibly bright for SolarWinds, and we are eager to embark on this exciting new chapter with Turn/River. We believe this partnership will enable us to deliver even more value and innovation, driving unparalleled success for our customers and partners.
Stay tuned for more updates, and as always, thank you for being a part of the SolarWinds community.
Additional Information and Where to Find It
This communication is being made in respect of the pending transaction pursuant to which the Company would be acquired by Turn/River. The Company will prepare an information statement for its stockholders, containing the information with respect to the proposed transaction specified in Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended, and describing the pending transaction. When completed, a definitive information statement will be mailed or delivered to the Company’s shareholders. This press release is not a substitute for the information statement on Schedule 14C, or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction.
SHAREHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION.
The Company’s shareholders may obtain copies of all documents filed by the Company with the SEC, free of charge, at the SEC’s website, www.sec.gov, or from the Company’s website at https://investors.solarwinds.com/financial/sec-filings or by writing to the Company’s Secretary at 7171 Southwest Parkway, Building 400, Austin, TX 78735.
No Offer
No person has commenced soliciting proxies in connection with the proposed transaction referenced in this press release, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
Forward-Looking Statements
This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the timing of the transaction and other information relating to the transaction. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “project,” “intend,” “estimate,” “continue,” “may,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the Transactions, including the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement governing the proposed transaction (the “Merger Agreement”), including in circumstances that require the Company to pay a termination fee; (iv) the inability to obtain the necessary financing set forth in the commitment letters received in connection with the proposed transaction, (v) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vi) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting management’s attention from the Company’s ongoing business operations, (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (x) the Company’s ability to retain, hire and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transaction, (xi) unexpected costs, charges or expenses resulting from the proposed transaction; (xii) the impact of adverse general and industry-specific economic and market conditions, (xiii) risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations, (xiv) risks that the benefits of the proposed transaction are not realized when and as expected, (xv) uncertainty as to timing of completion of the proposed transaction, and (xvi) other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s subsequent Quarterly Reports on Form 10-Q, and in other reports and filings with the SEC. The Company cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, the Company cannot assure you that the Company will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect the Company or the Company’s operations in the way the Company expects. The forward-looking statements included in this press release are made only as of the date hereof. Except as required by applicable law or regulation, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
