Sec Form 13G Filing - Lexington Co-Investment Holdings III L.P. filing for SolarWinds Corporation (SWI) - 2020-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SolarWinds Corporation

(Name of Issuer)

Common stock, par value $0.001

(Title of Class of Securities)

83417Q105

(CUSIP Number)

December 31, 2019

(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 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 (“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).

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

SolarWinds Corporation (the “Company”)

The Company’s principal executive offices are at 7171 Southwest Parkway, Building 400, Austin, Texas 78735.

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: Lexington Co-Investment Holdings III, L.P. (“LCI”); CIP Partners III, L.P. (“CIP LP”); CIP Partners GP III LLC (“CIP GP”); Lexington Partners L.P. (“LP”); Lexington Partners Advisors GP L.L.C. (“LPA”); Lexington Partners Advisors Holdings L.P. (“LPAH”); Lexington Partners Advisors Holdings GP L.L.C. (“LPAH GP”) ; and Brent R. Nicklas.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2019, a copy of which is attached as Exhibit A to the Statement on Schedule 13G filed by the Reporting Persons on February 13, 2019, 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.

The address of the principal business office of each of the Reporting Persons is 660 Madison Avenue, 23^rd Floor, New York, NY 10065.

Each of the Reporting Persons were organized under the laws of the State of Delaware.

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

83417Q105

Not applicable.

Certain of the Reporting Persons and certain other stockholders listed on Annex A 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 or on behalf of the other Stockholders, as of December 31, 2019, such a “group” would be deemed to beneficially own an aggregate of 260,280,312 shares of Common Stock, or 83.6% of the total number of shares outstanding. 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 other stockholders listed on Annex A attached hereto are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.

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.

Not Applicable.

Not Applicable.

Not Applicable.

See Items 2(a) - 2(c).

Not Applicable.

Not Applicable.

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

Meranti Fund L.P.

NB - Iowa’s 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

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

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.

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, 2020

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP, the GP of LCI

By: /s/ Thomas Giannetti, CFO of LPAH GP

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP

By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of SolarWinds Corporation may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 13, 2019

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP, the GP of LCI

By: /s/ Thomas Giannetti, CFO of LPAH GP

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP

By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP

By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas

Exhibit B

POWER OF ATTORNEY

Power of Attorney (incorporated by reference to Exhibit 99.B to the Schedule 13G filed with respect to the common units of KKR & Co. L.P, on behalf of Brent R. Nicklas and others, dated on March 21, 2012).