SolarWinds Announces Filing of Form 10 Registration Statement for Potential Spin-Off of N-able

AUSTIN, Texas--(BUSINESS WIRE)--SolarWinds (NYSE: SWI), a leading provider of powerful and affordable IT management software, today announced the initial public filing of a Form 10 registration statement with the U.S. Securities and Exchange Commission (“SEC”) for the previously announced potential spin-off its MSP business into a standalone, separately-traded public company to be named N-able, Inc.

The registration statement, which was filed on March 26, 2021, includes preliminary information regarding the potential spin-off, including information about N-able’s business, strategy and historical financial results. A copy of the registration statement is available on the SEC website at www.sec.gov under the name “N-able, LLC”. The registration statement is subject to change prior to it being declared effective by the SEC and will be updated in subsequent amendments as additional information for the potential spin-off is finalized.

Completion of the potential spin-off transaction would be subject to various conditions, including final approval of the board of directors of SolarWinds, and there can be no assurance that the potential spin-off transaction will be completed in the manner described above, or at all. If SolarWinds proceeds with the spin-off, it currently would expect to complete the transaction in the second quarter of 2021. In connection with the foregoing, DLA Piper LLP (US) is serving as legal advisor.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding the potential spin-off of our MSP business into a newly created and separately traded public company and the timing thereof. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “project,” “intend,” “estimate,” “continue,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to the potential spin-off of our MSP business into a standalone, separately traded public company, including that the process of exploring the spin-off and potentially completing the spin-off could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the spin-off may not achieve some or all of any anticipated benefits with respect to either business, and that the spin-off may not be completed in accordance with our expected plans or anticipated timelines, or at all and such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the period ended December 31, 2020 filed on March 1, 2021. All information provided in this release is as of the date hereof and SolarWinds undertakes no duty to update this information except as required by law.

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About SolarWinds

SolarWinds (NYSE:SWI) is a leading provider of powerful and affordable IT management software. Our products give organizations worldwide—regardless of type, size, or complexity—the power to monitor and manage their IT services, infrastructures, and applications; whether on-premises, in the cloud, or via hybrid models. We continuously engage with technology professionals—IT service and operations professionals, DevOps professionals, and managed services providers (MSPs)—to understand the challenges they face in maintaining high-performing and highly available IT infrastructures and applications. The insights we gain from them, in places like our THWACK community, allow us to solve well-understood IT management challenges in the ways technology professionals want them solved. Our focus on the user and commitment to excellence in end-to-end hybrid IT management has established SolarWinds as a worldwide leader in solutions for network and IT service management, application performance, and managed services. Learn more today at www.solarwinds.com.

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