Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

SolarWinds Corporation

 

(Name of Issuer)

Common stock, par value $0.001 per share

 

(Title of Class of Securities)

83417Q105

 

(CUSIP Number)

December 31, 2018

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 83417Q105		Page 1 of 16

 

1.		Names of Reporting Persons.   NB Alternatives Advisers LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   5,550,952 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   5,550,952 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   5,550,952 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   1.79% (See Item 4)
12.		Type of Reporting Person (See Instructions)   OO, IA, HC

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the Commission) on November 27, 2018.

CUSIP No. 83417Q105		Page 2 of 16

 

1.		Names of Reporting Persons.   NB Crossroads XX - MC Holdings LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   444,076 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   444,076 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   444,076 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.14% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 3 of 16

 

1.		Names of Reporting Persons.   NB Crossroads XXI - MC Holdings LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   166,528 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   166,528 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   166,528 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.05% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 4 of 16

 

1.		Names of Reporting Persons.   NB - Iowas Public Universities LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   111,019 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   111,019 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   111,019 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.04% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 5 of 16

 

1.		Names of Reporting Persons.   NB PEP Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Island of Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   388,566 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   388,566 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   388,566 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.13% (See Item 4)
12.		Type of Reporting Person (See Instructions)   OO

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 6 of 16

 

1.		Names of Reporting Persons.   NB RP Co-Investment & Secondary Fund LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   111,019 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   111,019 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   111,019 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.04% (See Item 4)
12.		Type of Reporting Person (See Instructions)   OO

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 7 of 16

 

1.		Names of Reporting Persons.   NB Sonoran Fund Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Arizona
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   111,019 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   111,019 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   111,019 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.04% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 8 of 16

 

1.		Names of Reporting Persons.   NB Strategic Co-Investment Partners II Holdings LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   3,330,573 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   3,330,573 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,330,573 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   1.07% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 9 of 16

 

1.		Names of Reporting Persons.   NB Wildcats Fund LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   111,019 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   111,019 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   111,019 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.04% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 10 of 16

 

1.		Names of Reporting Persons.   Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   222,038 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   222,038 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   222,038 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.07% (See Item 4)
12.		Type of Reporting Person (See Instructions)   PN

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 11 of 16

 

1.		Names of Reporting Persons.   TfL Trustee Company Limited as Trustee of the TfL Pension Fund
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   555,095 (See Item 4)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   555,095 (See Item 4)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   555,095 (See Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
11.		Percent of Class Represented by Amount in Row (9)   0.18% (See Item 4)
12.		Type of Reporting Person (See Instructions)   OO

All percentages calculated in this Schedule 13G are based upon an aggregate of 309,943,622 shares of common stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

CUSIP No. 83417Q105		Page 12 of 16

 

Item 1.

 

(a)

Name of Issuer

SolarWinds Corporation (the Issuer)

 

(b)

Address of Issuers Principal Executive Offices

7171 Southwest Parkway

Building 400

Austin, Texas 78735

 

Item 2.

 

(a)

Name of Person Filing

This Schedule 13G is being jointly filed by and on behalf of each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: NB Alternatives Advisers LLC (NBAA), NB Crossroads XX - MC Holdings LP (NB Crossroads XX LP), NB Crossroads XXI - MC Holdings LP (NB Crossroads XXI LP), NB - Iowas Public Universities LP (NB IPU LP), NB PEP Holdings Limited (NB PEP), NB RP Co-Investment & Secondary Fund LLC (NB RP Co-Investment), NB Sonoran Fund Limited Partnership (NB Sonoran LP), NB Strategic Co-Investment Partners II Holdings LP (NB Co-Investment II Holdings), NB Wildcats Fund LP (NB Wildcats LP), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. (NB SALI Series) and TfL Trustee Company Limited as Trustee of the TfL Pension Fund (TfL Trustee) (collectively, the Reporting Persons). NBAA exercises dispositive and voting power with respect to the shares of Common Stock held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares of Common Stock held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2019, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each Reporting Person, other than the NB SALI Series and the TfL Trustee, is 325 N. Saint Paul Street, Suite 4900, Dallas, Texas 75201.

The address of the principal business office of the NB SALI Series is 6850 Austin Center Blvd., Suite 300, Austin, Texas 78731.

The address of the principal business office of the TfL Trustee is 4^th Floor, Wing Over Station, 55 Broadway, London, SW1H 0BD.

 

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

 

(d)

Title of Class of Securities

Common stock, par value $0.001 per share (the Common Stock)

CUSIP No. 83417Q105		Page 13 of 16

 

(e)

CUSIP Number

83417Q105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

(a)    ☐

A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)    ☐

A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)    ☐

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)    ☐

An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)    ☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)    ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)    ☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)    ☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)    ☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)    ☐

A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);

 

(k)    ☐

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee.

Each of the Reporting Persons (excluding NBAA) and certain other stockholders listed on Annex A attached hereto (collectively, the Stockholders) are parties to a Stockholders Agreement (the Stockholders Agreement), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a group with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based in part on information provided by the Issuer, as of December 31, 2018, such a group would be deemed to beneficially own an aggregate of 275,327,427 shares of Common Stock, or 88.8% of the total number of shares outstanding. The Reporting Persons

CUSIP No. 83417Q105		Page 14 of 16

 

expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders Agreement. Certain other Stockholders listed on Annex A attached hereto are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

(b)    Percent of class: See Item 11 on the cover page(s) hereto. In the aggregate, the Reporting Persons beneficially own 1.79% of the total number of shares of Common Stock outstanding, based on 309,943,622 shares of Common Stock outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on November 27, 2018.

 

(c)

Number of shares as to which such person has:

(i)    Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii)    Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii)    Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv)    Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

See Item 4 and Annex A attached hereto.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

CUSIP No. 83417Q105		Page 15 of 16

 

Item 10.

Certifications.

Not Applicable.

CUSIP No. 83417Q105		Page 16 of 16

 

Annex A

List of Other Stockholders Party to the Stockholders Agreement

AlpInvest GA Co C.V.

AlpInvest Partners Co-Investments 2014 I C.V.

AlpInvest Partners Co-Investments 2014 II C.V.

AM 2014 Co C.V.

HarbourVest 2015 Global Fund L.P.

HarbourVest Global Annual Private Equity Fund L.P.

HarbourVest Partners IX Buyout Fund L.P.

HarbourVest Partners X AIF Buyout L.P.

HarbourVest Partners X Buyout Fund L.P.

Hermes USA Investors Venture II LP

Howard Hughes Medical Institute

Lexington Co-Investment Holdings III L.P.

Meranti Fund L.P.

NPS Co-Investment (A) Fund L.P.

The Prudential Insurance Corporation of America

The Prudential Legacy Insurance Corporation of New Jersey

Silver Lake Partners IV, L.P.

Silver Lake Technology Investors IV, L.P.

Silver Lake Technology Associates IV, L.P.

SLP Aurora Co-Invest, L.P.

SMRS-TOPE LLC

Thoma Bravo Executive Fund XI, L.P.,

Thoma Bravo Executive Fund XII, L.P.,

Thoma Bravo Executive Fund XII-A, L.P.,

Thoma Bravo Fund XI, L.P.,

Thoma Bravo Fund XI-A, L.P.,

Thoma Bravo Fund XII, L.P.,

Thoma Bravo Fund XII-A, L.P.,

Thoma Bravo Special Opportunities Fund XII, L.P.,

Thoma Bravo Special Opportunities Fund XII-A, L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2019