SCHEDULE: Searchlight Explores KORE Group Acquisition

Searchlight Capital Partners has entered an agreement with KORE Group Holdings, Inc. to explore a potential acquisition, including forming a group with ABRY Partners, LLC, during a limited 'Holiday Period'.

Summary

• Searchlight IV KOR, L.P. and its affiliates beneficially own 2,404,942 shares of KORE Group Holdings, Inc. common stock, representing 14.0% of the outstanding shares.
• These shares are issuable upon the exercise of warrants, including a warrant for 2,360,000 shares and an additional warrant for 44,942 shares, both with an exercise price of $0.05 per share.
• The share count reflects the 1-for-5 reverse stock split that became effective on July 1, 2024.
• Searchlight is considering making an offer to acquire KORE Group Holdings, Inc. and may make additional purchases of common stock up to a 20% limitation.
• An agreement dated August 1, 2025, grants Searchlight a 'Holiday Period' until November 30, 2025, to confer and potentially form a 'group' with ABRY Partners, LLC, to facilitate a potential transaction.
• During this period, Searchlight and any Permitted Group with ABRY are granted waivers from certain restrictions in KORE's Charter and Investment Agreement related to business combinations and group formation.

Sentiment

Score: 7

Explanation: The filing indicates a significant investor is actively exploring a potential acquisition, which is generally positive for shareholders as it suggests a potential liquidity event or increased valuation. The agreement facilitates this process by waiving certain restrictions. However, the outcome is uncertain, and there is no guarantee of a definitive offer.

Positives

• Searchlight Capital Partners, a significant investor, is actively exploring a potential acquisition of KORE Group Holdings, Inc., which could lead to a liquidity event or increased shareholder value.
• The agreement with KORE Group's Special Committee provides a structured 'Holiday Period' for Searchlight to explore a potential transaction, including collaboration with ABRY Partners, LLC, without violating existing agreements.
• The waiver of Article IX restrictions in the Issuer's Charter and certain Investment Agreement clauses facilitates discussions and potential group formation, streamlining the acquisition exploration process.
• The Corporation has confirmed that Delaware General Corporation Law (DGCL) Section 203 restrictions are inapplicable to the contemplated transactions, removing a potential hurdle for a business combination.

Negatives

• There is no assurance that Searchlight will make a definitive offer, form a group, or that any agreement will be reached regarding a potential acquisition.
• The 'Holiday Period' for discussions and group formation is limited to November 30, 2025, after which original restrictions will re-apply if no definitive agreement is reached.
• The filing does not provide specific financial terms or valuation estimates for a potential acquisition, leaving uncertainty regarding the potential offer price.

Risks

• The potential acquisition may not materialize, leading to uncertainty for shareholders and potentially impacting the stock price negatively if expectations are not met.
• Failure to reach a definitive agreement by the end of the Holiday Period (November 30, 2025) will result in the disbandment of any Permitted Group formed with ABRY and the re-application of prior restrictions, potentially hindering future acquisition attempts.
• The 20% limitation on additional common stock purchases by Reporting Persons, as set forth in the Investment Agreement, could restrict their ability to increase their stake significantly without further negotiation.

Future Outlook

Searchlight Capital Partners is actively evaluating the possibility of a further investment in or full acquisition of KORE Group Holdings, Inc. This includes potential open-market or private purchases of common stock and discussions with the Issuer, financing sources, and other third parties, specifically ABRY Partners, LLC, with the possibility of forming a 'group' for a potential transaction. The 'Holiday Period' until November 30, 2025, is designated for these exploratory discussions.

Management Comments

• Searchlight advised the Special Committee of the board of directors of the Issuers that they would like to confer, consult and potentially reach agreements and understandings with ABRY during the Holiday Period and take other steps in furtherance of an offer to acquire the Issuer in order to consider how to make such offer more attractive, including potentially involving ABRY in a potential offer or potential transaction and/or potentially be considered a 'group'.
• The Corporation represents and warrants that the restrictions applicable to business combinations contained in Section 203 of the Delaware General Corporation Law (DGCL) are, and will be, inapplicable to the execution, delivery and performance of the transactions contemplated and permitted hereunder, including a Potential Transaction involving Searchlight and/or ABRY.
• The Corporation represents and warrants that the Special Committee has adopted resolutions granting an Article IX Waiver with respect to all actions taken during the Holiday Period which are not in breach of the obligations under this Agreement, and these resolutions shall not be revoked or adversely changed.

Industry Context

This filing indicates potential consolidation or a significant strategic shift within the IoT (Internet of Things) connectivity sector, where KORE Group Holdings operates. Large investment firms like Searchlight and ABRY exploring an acquisition suggest a belief in the long-term value or strategic importance of KORE's assets, potentially driven by increasing demand for IoT solutions, M2M communication, and global connectivity. Such moves can signal a maturing industry or a push for greater market share and operational efficiencies through M&A.

Corporate Governance

Related Party Transactions

• The August 1, 2025, agreement between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P. is a related party transaction, as Searchlight is a significant beneficial owner (14.0%) and holds warrants. This agreement specifically allows Searchlight to confer and potentially form a 'group' with ABRY Partners, LLC, and grants waivers from certain corporate governance restrictions to facilitate a potential acquisition.

Stakeholder Impact

• Shareholders: Potential for increased share price or a liquidity event if an acquisition offer materializes. Uncertainty remains until a definitive agreement is reached.
• Management/Employees: A potential acquisition could lead to changes in management, organizational structure, or employment terms, depending on the acquirer's plans.
• Creditors: A change in ownership could impact the company's credit profile or debt covenants, though this filing does not provide specifics.

Next Steps

• Searchlight and ABRY Partners, LLC will confer, consult, and potentially reach agreements and understandings regarding a potential offer to acquire KORE Group Holdings, Inc. during the 'Holiday Period' (until November 30, 2025).
• Searchlight may consider making additional purchases of KORE Group common stock, up to a 20% limitation.
• If no definitive agreement for a potential transaction is entered into by November 30, 2025, any 'Permitted Group' formed with ABRY will be disbanded, and prior restrictions will re-apply.

Key Dates

Recommendation

The filing indicates a significant strategic development with a major investor exploring a potential acquisition. While this introduces upside potential, the outcome is uncertain, and there is no guarantee of a definitive offer or favorable terms. The 'Holiday Period' provides a limited window for these discussions. Given the exploratory nature and lack of concrete terms, a 'hold' recommendation is appropriate, advising investors to monitor developments closely without making immediate buy or sell decisions based solely on this exploratory phase.

Keywords

KORE Group Holdings, Searchlight Capital Partners, ABRY Partners, Schedule 13D, acquisition, warrants, common stock, beneficial ownership, corporate governance, reverse stock split, investment agreement, M&A, IoT, connectivity