SolarWinds Corporation, a leading provider of powerful and affordable IT management software, and N-able, Inc, a leading provider of cloud-based software solutions for managed service providers and a subsidiary of SolarWinds, 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.
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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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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