SolarWinds Corporation has just announced its acquisition by Turn/River Capital in an all-cash transaction for a total enterprise value of $4.4 billion. This acquisition represents a premium of approximately 35% to the volume-weighted average closing price of SolarWinds stock for the 90 trading days ended on February 6, 2025.
The transaction, which was unanimously approved by SolarWinds’ board of directors, is expected to close in the second quarter of 2025, subject to the satisfaction of required regulatory clearances and other customary closing conditions. Additionally, the majority shareholders of SolarWinds, Thoma Bravo, and Silver Lake, who collectively hold approximately 65% of the outstanding voting securities of SolarWinds, have approved the transaction by delivering written consent.
Upon completion of the transaction, SolarWinds’ common stock will no longer be listed on the New York Stock Exchange, and SolarWinds will become a privately held company. The company will continue to operate under the SolarWinds name and brand and remain headquartered in Austin, Texas.
In the fourth quarter of 2024, the company will no longer hold its conference call to discuss its financial results due to the announcement of the pending transaction. The company plans to report its financial results for the fourth quarter and full year 2024 on or before February 14, 2025.
As for the financial advisors involved in the acquisition, Goldman Sachs & Co. LLC acted as the lead financial advisor to SolarWinds, Jefferies LLC also acted as a financial advisor to SolarWinds, and DLA Piper LLP (US) acted as SolarWinds’ legal advisor. On the other hand, J.P. Morgan, Barclays, Santander, and RBC Capital Markets acted as the financial advisors, and Kirkland & Ellis LLP acted as legal counsel for Turn/River Capital.
SolarWinds is a leading provider of simple, powerful, secure observability and IT management software, while Turn/River Capital is a private equity firm that applies a proprietary growth engineering strategy to investing and partnering with software businesses to accelerate growth and build enduring value. The market has reacted to these announcements by moving the company's shares 22.5% to a price of $18.41. For the full picture, make sure to review SolarWinds's 8-K report.