SC 13G

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

Thoma Bravo Fund XI, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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

(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 person’s 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 (“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).


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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 Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (the “Commission”) on November 27, 2018.


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Item 1(a)

Name of Issuer:

SolarWinds Corporation (the “Company”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

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

Item 2(a)

Name of Person Filing:

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: Thoma Bravo Fund XI, L.P. (“TB Fund XI”), Thoma Bravo Fund XI-A, L.P. (“TB Fund XI-A”), Thoma Bravo Executive Fund XI, L.P. (“TB Exec Fund XI”), Thoma Bravo Fund XII, L.P. (“TB Fund XII”), Thoma Bravo Fund XII-A, L.P. (“TB Fund XII-A”), Thoma Bravo Executive Fund XII, L.P. (“TB Exec Fund XII”), Thoma Bravo Executive Fund XII-A, L.P. (“TB Exec Fund XII-A”), Thoma Bravo Special Opportunities Fund II, L.P. (“TB SOF II”), Thoma Bravo Special Opportunities Fund II-A, L.P. (“TB SOF II-A”), Thoma Bravo Partners XI, L.P. (“TB Partners XI”), Thoma Bravo Partners XII, L.P. (“TB Partners XII”) and Thoma Bravo, LLC (“TB, LLC” and, collectively, the “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 Statement, 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.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is c/o Thoma Bravo, LLC, 150 N. Riverside Plaza, Suite 2800, Chicago, Illinois 60606.

Item 2(c)

Citizenship:

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

Item 2(d)

Title of Class of Securities:

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

Item 2(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)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	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).


CUSIP No. 83417Q105		13G		Page 15 of 17 Pages

Not applicable.

Item 4

Ownership:

(a)

Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 112,129,318 shares of Common Stock, consisting of 36,562,330 shares held directly by TB Fund XI, 18,362,505 shares held directly by TB Fund XI-A, 806,600 shares held directly by TB Exec Fund XI, 18,086,468 shares held directly by TB Fund XII, 15,995,183 shares held directly by TB Fund XII-A, 177,001 shares held directly by TB Exec Fund XII, 157,280 shares held directly by TB Exec Fund XII-A, 14,798,030 shares held directly by TB SOF II and 7,183,921 shares held directly by TB SOF II-A.

TB Partners XI is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. TB Partners XII is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. TB, LLC is the general partner of each of TB Partners XI and TB Partners XII. In those capacities, TB Partners XI, TB Partners XII and TB, LLC may be deemed to share voting and dispositive power with respect to the Common Stock directly held by the other Reporting Persons. An investment committee, acting by majority vote, shares voting and dispositive power with respect to the Common Stock beneficially held by TB, LLC. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares of Common Stock owned by the Reporting Persons except to the extent of its pecuniary interest therein.

Certain of the Reporting Persons, affiliates of Silver Lake Group, L.L.C. 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 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 Stockholders’ Agreement also provides the Reporting Persons with the right to require the disposition of the Common Shares held by the stockholders listed on Annex A hereto (other than affiliates of Silver Lake Group, L.L.C.). Based in part on information provided by the Issuer, as of December 31, 2018, an aggregate of 25,534,388 shares of Common Stock were subject to such right. 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 Silver Lake Group, L.L.C. and the 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: In the aggregate, the Reporting Persons beneficially own 112,129,318 shares of Common Stock, or 36.2% of the total number of shares outstanding.

(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 pages hereto.

(ii)

shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

(iii)

sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

(iv)

shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.


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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:

Not Applicable.

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) - 2(c).

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

Not Applicable.


CUSIP No. 83417Q105		13G		Page 17 of 17 Pages

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—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

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


THOMA BRAVO FUND XI, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XI-A, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XI, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XII, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XII-A, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XII, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XII-A, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO SPECIAL OPPORTUNITIES
FUND II, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO SPECIAL OPPORTUNITIES
FUND II-A, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO PARTNERS XI, L.P.

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO PARTNERS XII, L.P.

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO, LLC

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory

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


THOMA BRAVO FUND XI, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XI-A, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XI, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XII, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO FUND XII-A, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XII, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO EXECUTIVE FUND XII-A, L.P.

By:		Thoma Bravo Partners XII, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO SPECIAL OPPORTUNITIES FUND II, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO SPECIAL OPPORTUNITIES FUND II-A, L.P.

By:		Thoma Bravo Partners XI, L.P.
Its:		General Partner

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO PARTNERS XI, L.P.

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO PARTNERS XII, L.P.

By:		Thoma Bravo, LLC
Its:		General Partner

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory


THOMA BRAVO, LLC

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Authorized Signatory