SolarWinds to Go Private in $18.50 per Share Merger Deal with Turn/River Capital (SWI)

Well, this is big news for anyone tracking the enterprise IT space. SolarWinds, long known for its infrastructure monitoring and network management tools, has officially announced that it's entering a merger agreement with Turn/River Capital. The deal? A straight-up cash buyout at $18.50 per share. And yep, it’s already locked in with written shareholder consent—no special meeting, no proxy solicitation. So what does this mean for investors, employees, and the broader tech ecosystem? Let’s break it down.

The Deal: Who’s Buying Who and for How Much?

On February 7, 2025, SolarWinds signed an Agreement and Plan of Merger with Turn/River Capital, through affiliates Starlight Parent, LLC and Starlight Merger Sub, Inc. The structure is pretty straightforward. Starlight Merger Sub, a wholly owned subsidiary of Starlight Parent, will merge with SolarWinds, making the company a wholly owned subsidiary of Turn/River.

At the heart of the deal is the buyout price: $18.50 per share in cash. That means if you're holding common stock in SolarWinds, you’ll be cashed out at that rate unless you're one of the dissenting shareholders pursuing appraisal rights.

Quick Terms Recap:

Cash consideration: $18.50 per share
Buyer: Turn/River Capital via Starlight entities
Target: SolarWinds Corporation
Deal type: Merger through written shareholder consent
Effective date: Pending, but approval already secured
No further shareholder action required

How Was It Approved?

Turns out SolarWinds didn’t need to rally retail investors or go on a shareholder charm offensive. That’s because the deal was backed by the company's major institutional investors from day one. Specifically, Thoma Bravo and Silver Lake—who collectively held around 65 percent of SolarWinds' voting shares—gave the green light via written consent on the same day the deal was announced.

This means the merger is essentially a done deal, pending regulatory approvals and procedural steps. No special stockholder meetings, no additional votes.

Why Go Private Now?

There’s no shortage of speculation, but here’s the official line. According to the SolarWinds board, the deal reflects a fair and attractive value for shareholders. In their unanimous recommendation, directors cited several strategic and financial benefits including:

Reduced public market scrutiny
Greater flexibility for long-term growth
Opportunity to focus on innovation without quarterly pressure
Strong valuation and liquidity for shareholders

Goldman Sachs and Jefferies both backed up the board with fairness opinions, validating that the price per share is reasonable in light of SolarWinds’ current and projected financials.

What Happens to Employees and Leadership?

As of now, no major executive exits have been announced. In fact, deals like this are often structured to keep leadership stable—at least in the short term. It’s expected that SolarWinds will continue operating under its current brand and management, albeit as a private company under Turn/River’s umbrella.

For employees, this could mean more internal changes than external. Privately held companies often pivot faster, take on riskier R&D projects, and streamline operations without the microscope of public markets.

Appraisal Rights: What Should Minority Shareholders Know?

If you're a shareholder who doesn't like the $18.50 payout, you do have options. Under Delaware law (Section 262 of the DGCL), dissenting stockholders can demand a court appraisal to determine the "fair value" of their shares.

But there’s a catch. You must:

Submit a written appraisal demand within 20 days of the information statement (mailed March 27, 2025)
Not vote in favor of the merger
Comply strictly with DGCL’s procedural requirements

If successful, you could receive a different payout than the standard $18.50 per share—though outcomes in appraisal cases can vary widely.

Regulatory and Legal Review

As with any sizable M&A deal, this transaction will undergo regulatory scrutiny, including antitrust reviews and standard SEC compliance checks. But given the structure (a PE-led buyout, not a competitive merger), it’s unlikely that this will face significant pushback.

It’s also worth noting that no state or federal agency has officially signed off on the fairness or legality of the transaction. That’s a standard disclaimer, but important nonetheless.

Market Impact and Industry Reaction

This buyout continues a growing trend of public software companies being taken private by private equity firms. Why? The pitch is usually the same: more agility, less regulation, and focused transformation away from Wall Street’s short-term demands.

SolarWinds, which faced reputational headwinds following the 2020 cyberattack, has steadily rebuilt trust and business momentum. This deal may be the final step in moving forward as a leaner, meaner, and more strategic IT platform provider.

Summary of Key Points

SolarWinds signed a definitive merger agreement with Turn/River Capital
Shareholders will receive $18.50 per share in cash
Majority shareholders (Thoma Bravo and Silver Lake) already approved the deal via written consent
No further shareholder vote is needed
Dissenting shareholders can exercise appraisal rights under Delaware law
The company will operate privately going forward, likely under existing leadership
Regulatory reviews are pending but unlikely to derail the merger

What Should You Do Next?

If you’re a shareholder:

Expect communications from the company on how to surrender shares and receive payment
Consider your options if you're thinking about exercising appraisal rights
Consult a financial advisor if you're unsure how this impacts your investment strategy

If you’re an employee:

Stay tuned for internal updates
Be prepared for changes in organizational structure, focus, and incentives

If you’re a competitor or partner:

Watch for strategic shifts or new product launches that a private SolarWinds might be poised to deliver

Final Thoughts

SolarWinds’ decision to go private is more than just a financial move. It reflects a strategic shift to reshape its future under new ownership, with less pressure from the public markets. For investors, it’s a profitable exit. For employees and the broader IT industry, it's a sign that private equity continues to reshape enterprise software in bold ways.

Stay informed. And if you're holding any shares, don’t miss that 20-day window for any potential actions.

Questions People Are Asking

Will SolarWinds stock continue trading?

No. Once the merger is complete, SolarWinds will be delisted and deregistered as a public company.

What’s the tax implication of the payout?

Shareholders will likely incur capital gains tax, but individual situations may vary. Consult a tax advisor.

What if I don’t want to sell my shares?

Your shares will automatically convert into cash unless you opt for appraisal rights through legal channels.

Is Turn/River planning to sell SolarWinds again?

Nothing’s confirmed, but private equity firms typically aim to exit within 5 to 7 years through another sale or IPO.

Will SolarWinds change its core product offerings?

Unlikely in the short term, but going private often enables a more aggressive product strategy.

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