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)

Class A common stock, par value $0.001 per share

(Titles 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 of 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 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 (the 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).

 

 

 

Schedule 13G

 

CUSIP No. 83417Q105				Page 2 of 19

 

1		NAME OF REPORTING PERSON   Silver Lake Partners IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   97,209,272
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   97,209,272

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   97,209,272
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   31.4%
12		TYPE OF REPORTING PERSON   PN

Schedule 13G

 

CUSIP No. 83417Q105				Page 3 of 19

 

1		NAME OF REPORTING PERSON   Silver Lake Technology Investors IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   1,597,754
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   1,597,754

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,597,754
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%
12		TYPE OF REPORTING PERSON   PN

CUSIP No. 83417Q105				Page 4 of 19

 

1		NAME OF REPORTING PERSON   Silver Lake Technology Associates IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   98,807,026
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   98,807,026

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   98,807,026
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   31.9%
12		TYPE OF REPORTING PERSON   PN

Schedule 13G

 

CUSIP No. 83417Q105				Page 5 of 19

 

1		NAME OF REPORTING PERSON   SLTA IV (GP), L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   98,807,026
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   98,807,026

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   98,807,026
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   31.9%
12		TYPE OF REPORTING PERSON   OO

Schedule 13G

 

CUSIP No. 83417Q105				Page 6 of 19

 

1		NAME OF REPORTING PERSON   SLP Aurora Co-Invest, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   38,856,695
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   38,856,695

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,856,695
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   12.5%
12		TYPE OF REPORTING PERSON   PN

Schedule 13G

 

CUSIP No. 83417Q105				Page 7 of 19

 

1		NAME OF REPORTING PERSON   SLP Denali Co-Invest GP, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   38,856,695
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   38,856,695

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,856,695
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   12.5%
12		TYPE OF REPORTING PERSON   OO

Schedule 13G

 

CUSIP No. 83417Q105				Page 8 of 19

 

1		NAME OF REPORTING PERSON   Silver Lake Technology Associates III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   38,856,695
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   38,856,695

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,856,695
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   12.5%
12		TYPE OF REPORTING PERSON   PN

Schedule 13G

 

CUSIP No. 83417Q105				Page 9 of 19

 

1		NAME OF REPORTING PERSON   SLTA III (GP), L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   38,856,695
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   38,856,695

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,856,695
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   12.5%
12		TYPE OF REPORTING PERSON   OO

Schedule 13G

 

CUSIP No. 83417Q105				Page 10 of 19

 

1		NAME OF REPORTING PERSON   Silver Lake Group, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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   137,663,721
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   137,663,721

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   137,663,721
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   44.4%
12		TYPE OF REPORTING PERSON   OO

CUSIP No. 83417Q105				Page 11 of 19

Schedule 13G

 

Item 1(a). Name of Issuer:

SolarWinds Corporation

Item 1(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 filed jointly by Silver Lake Partners IV, L.P., a Delaware limited partnership (SLP IV), Silver Lake Technology Investors IV, L.P., a Delaware limited partnership (SLTI IV), Silver Lake Technology Associates IV, L.P., a Delaware limited partnership (SLTA IV), SLTA IV (GP), L.L.C., a Delaware limited liability company (SLTA IV GP) SLP Aurora Co-Invest, L.P., a Delaware limited partnership (SLP Aurora), SLP Denali Co-Invest GP, L.L.C., a Delaware limited liability company (SLP Denali GP), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (SLTA III), SLTA III (GP), L.L.C., a Delaware limited liability company (SLTA III GP), and Silver Lake Group, L.L.C., a Delaware limited liability company (SLG) (each a Reporting Person and, together, the Reporting Persons), pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit 1.

The general partner of each of SLP IV and SLTI IV is SLTA IV and the general partner of SLTA IV is SLTA IV GP. The general partner of SLP Aurora is SLP Denali GP, and the managing member of SLP Denali GP is SLTA III. The general partner of SLTA III is SLTA III GP. The managing member of SLTA III GP and SLTA IV GP is SLG.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d). Titles of Classes of Securities:

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

Item 2(e). CUSIP Number:

83417Q105

CUSIP No. 83417Q105				Page 12 of 19

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

 

(a)

Amount Beneficially Owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.

The Reporting Persons may be deemed to beneficially own an aggregate of 137,663,721 shares of the Issuers Common Stock, representing approximately 44.4% of the issued and outstanding shares of the Issuers Common Stock. The percentages of beneficial ownership in this Schedule 13G are based on 309,943,622 shares of Common Stock of the Issuer outstanding as of November 15, 2018, as reflected in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which was filed with the Securities and Exchange Commission on November 27, 2018.

Certain of the Reporting Persons, certain affiliates of Thoma Bravo, LLC and certain co-investors of Thoma Bravo, in each case, listed on Annex A attached hereto (collectively, the Stockholders) are parties to a Stockholder Agreement (the Stockholder 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.

CUSIP No. 83417Q105				Page 13 of 19

 

By virtue of the Stockholder 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 Common Stock of the Issuer. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with Thoma Bravo and the other investors 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 responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

 

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

 

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

 

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

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.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

See Items 2(a) and 4 above.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

CUSIP No. 83417Q105				Page 14 of 19

 

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.

Dated: February 13, 2019

 

CUSIP No. 83417Q105				Page 15 of 19

 

CUSIP No. 83417Q105				Page 16 of 19

 

Exhibit Index

 

Exhibit 1		Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

CUSIP No. 83417Q105				Page 17 of 19

 

Annex A

List of Other Stockholders Party to the Stockholder 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.

NB - Iowas Public Universities LP

NB Crossroads XX - MC Holdings LP

NB Crossroads XXI - MC Holdings LP

NB PEP Holdings Limited

NB RP Co-Investment & Secondary Fund LLC

NB Sonoran Fund Limited Partnership

NB Strategic Co-Investment Partners II Holdings LP

NB Wildcats Fund LP

Neuberger Berman Insurance Fund Series of the SALI Multi-Series Fund L.P.

NPS Co-Investment (A) Fund L.P.

The Prudential Insurance Corporation of America

The Prudential Legacy Insurance Corporation of New Jersey

SMRS-TOPE LLC

TFL Trustee Company Limited as Trustee of the TFL Pension Fund

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.