SolarWinds Corp affiliate N-able has agreed to receive a private placement financing of about $225 million. The deal was led by Canada Pension Plan Investment Board, with participation from other SolarWinds stockholders and outside institutional investors. Ottawa-based N-able is a provider of cloud-based software solutions for managed service providers.
July 12, 2021
AUSTIN, Texas & WAKEFIELD, Mass.–(BUSINESS WIRE)–SolarWinds Corporation (NYSE:SWI), a leading provider of powerful and affordable IT management software, and N-able, Inc. (NYSE:NABL), a leading provider of cloud-based software solutions for managed service providers and a subsidiary of SolarWinds, today announced that N-able has entered into a definitive agreement with certain institutional accredited investors in connection with a private placement financing transaction exempt from registration under the Securities Act of 1933, as amended. Upon the closing of the transaction, N-able will receive gross proceeds of approximately $225 million before deducting placement agent fees and other transaction-related expenses payable by N-able. N-able will issue an aggregate of 20,623,282 shares of common stock that will be sold at a purchase price of $10.91 per share. The private placement was led by Canada Pension Plan Investment Board (CPP Investments) and included participation from other existing SolarWinds stockholders as well as multiple outside institutional investors. The closing of the transaction, which is subject to customary closing conditions, is scheduled to occur on July 19, 2021 prior to the completion that day of the previously announced distribution of shares of N-able common stock to holders of SolarWinds common stock as of July 12, 2021 (the “Distribution”). N-able will distribute the net proceeds of the transaction (the “Net Proceeds”) to SolarWinds prior to the closing of the Distribution. Subject to the approval of its Board of Directors, SolarWinds currently expects to use the Net Proceeds to make a distribution to its stockholders and/or pay down its existing third-party indebtedness. The exact amount of any such Net Proceeds will be determined immediately prior to the Distribution but is currently estimated to be an amount equal to approximately $216 million. N-able will not retain any of the Net Proceeds.
J.P. Morgan Securities LLC acted as Lead Placement Agent to N-able on the transaction and Capital Markets Advisor to N-able.
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. N-able has agreed to file one or more registration statements with the Securities and Exchange Commission registering the resale of the shares of common stock purchased in the private placement.
SolarWinds (NYSE:SWI) is a leading provider of powerful and affordable IT infrastructure management software. Our products give organizations worldwide, regardless of type, size, or IT infrastructure complexity, the power to monitor and manage the performance of their IT environments, whether on-premises, in the cloud, or in hybrid models. We continuously engage with all types of technology professionals—IT operations professionals, DevOps professionals, and managed service providers (MSPs)—to understand the challenges they face maintaining high-performing and highly available IT infrastructures. The insights we gain from engaging with them, in places like our THWACK online community, allow us to build products that solve well-understood IT management challenges in ways that technology professionals want them solved. This focus on the user and commitment to excellence in end-to-end hybrid IT performance management has established SolarWinds as a worldwide leader in network management software and MSP solutions. Learn more today at www.solarwinds.com.
N-able (formerly SolarWinds MSP) empowers managed services providers (MSPs) to help small and medium enterprises navigate the digital evolution. With a flexible technology platform and powerful integrations, N-able makes it easy for MSPs to monitor, manage, and protect their end-customer systems, data, and networks. N-able’s growing portfolio of security, automation, and backup and recovery solutions is built for IT services management professionals. N-able simplifies complex ecosystems and enables customers to solve their most pressing challenges. N-able provides extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help MSPs deliver exceptional value and achieve success at scale.