Form 4: Thoma Bravo Completes Merger with SolarWinds, Disposes of Shares for $18.50 Each

Thoma Bravo entities report the disposition of SolarWinds Corp shares following the completion of a merger, receiving $18.50 per share.

Summary

• Thoma Bravo UGP, LLC, along with affiliated entities, reported changes in beneficial ownership of SolarWinds Corp [SWI] shares on April 16, 2025.
• The report indicates the disposition of 50,090,648 shares of common stock due to a merger.
• Each share was converted into the right to receive $18.50 in cash.
• The merger was executed via an agreement dated February 7, 2025, between Starlight Parent, LLC, Starlight Merger Sub, Inc., and SolarWinds Corp.
• Starlight Merger Sub, Inc. merged with SolarWinds, with SolarWinds surviving as a wholly-owned subsidiary of Starlight Parent, LLC.
• The reporting persons are jointly filing the Form 4.
• TB SOF II and TB SOF II-A have filed a separate Form 4 due to system limitations, and their holdings are also reported on this form.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it primarily reports the completion of a merger and the resulting disposition of shares. It's a factual reporting of a transaction.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger.

Industry Context

This announcement reflects a private equity firm, Thoma Bravo, exiting its investment in SolarWinds through a merger, which is a common strategy in the private equity industry. The transaction indicates a valuation point for SolarWinds at the time of the merger.

Comparison to Industry Standards

• Comparing the $18.50 per share acquisition price to other cybersecurity or software company acquisitions by private equity firms can provide context.
• For example, Vista Equity Partners' acquisition of Citrix Systems was valued at approximately $13 billion, reflecting a different scale but similar PE-backed acquisition strategy.
• Silver Lake Partners' investment in companies like Broadcom also showcases the trend of private equity involvement in the technology sector.
• Benchmarking the multiple paid (price per share relative to SolarWinds' earnings or revenue) against industry averages for similar companies at the time of the merger would provide further insight into the deal's valuation.

Stakeholder Impact

• Shareholders received $18.50 per share as a result of the merger.
• SolarWinds becomes a wholly-owned subsidiary of Starlight Parent, LLC, potentially impacting its operational strategy and future investments.
• Employees may experience changes related to the new ownership structure.

Key Dates

Keywords

SolarWinds, Thoma Bravo, Merger, Beneficial Ownership, Form 4, Disposition of Shares, Starlight Parent, Private Equity