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                           December 31, 2020

       Jason Bliss
       General Counsel
       SolarWinds Corporation
       7171 Southwest Parkway
       Building 400
       Austin, Texas 78735

                                                        Re: SWI Spinco, LLC
                                                            Draft Registration
Statement on Form 10
                                                            Submitted December
4, 2020
                                                            CIK No. 0001834488

       Dear Mr. Bliss:

              We have reviewed the draft registration statement of SWI Spinco,
LLC and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing the
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Exhibit 99.1

       Summary
       Our Business, page 1

   1.                                                   Please clarify how you
define small and medium-sized enterprises, or SMEs. Also, please
                                                        tell us if your
software platform utilizes SolarWinds' Orion monitoring products.
 Jason Bliss
FirstName
SolarWindsLastNameJason
             Corporation Bliss
Comapany31,
December    NameSolarWinds
               2020        Corporation
December
Page 2     31, 2020 Page 2
FirstName LastName
Growth Strategy
Broaden our co-managed IT footprint, page 7

2.       Please disclose the percentage of your MSP partners that currently
service larger
         enterprises through the co-managed IT model.
Questions and Answers About the Separation and Distribution
What are the U.S. federal income tax consequences of the separation and the
distribution?, page
16

3.       Include an additional Q&A asking the following question: "Is the
separation and
         distribution anticipated to be tax free to existing shareholders?"
Your answer should be
         "Yes" or "No" with accompanying disclosure highlighting any
uncertainties and the
         receipt of an opinion of counsel supporting a conclusion that the
spin-off should be tax
         free to shareholders. Clarify whether the receipt of such an opinion
is a waivable
         condition, and if waived, will the transaction proceed.
Risk Factors
"Because our long-term success depends upon our ability to operate our business
internationally...", page 25

4.       We note your disclosure regarding the uncertainty regarding the impact
of Brexit on your
         international operations during the Transition Period (December 31,
2020). Please update
         this disclosure to specifically address your UK operations and the
reasonably known
         impact on cloud computing products sold to your UK customers.
"If we sustain system failures, cyberattacks against our systems or against our
offerings, or if we,
our MSP partners...", page 29

5.       We note from SolarWind   s Form 8-Ks filed on December 14, 2020 and
December 17,
         2020 that you currently believe the actual number of customers that
may have been
         impacted by the cyberattack or had an installation that contained the
security vulnerability
         with respect to your Orion monitoring products to be fewer than
18,000, and the total
         amount of related revenues across all customers was approximately $343
million, or
         approximately 45% of the total revenues for the nine months ended
September 30, 2020.
         Please tell us the number of SWI SpinCo   s MSP partners and their
customers that may
         have been impacted by this cyberattack and the total amount of related
revenues during
         the nine months ended September 30, 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 74

6.       Please revise to provide a description of the cyberattack attack,
including a description of
         the costs and other consequences including related litigation; the
risks that may remain
         undetected for an extended period; and a description of relevant
insurance coverage. Your
 Jason Bliss
SolarWinds Corporation
December 31, 2020
Page 3
         revised disclosures should discuss whether this attack represents a
material event or
         uncertainty that is reasonably likely to have a material effect on
your results of operations,
         liquidity, or financial condition or would cause reported financial
information not to be
         necessarily indicative of future operating results or financial
condition. We refer you to
         CF Disclosure Guidance: Topic No. 2. In addition, explain how you
considered the recent
         cyberattack in your assessment of disclosure controls and procedures.
Comparison of the Years Ended December 31, 2019 and 2018
Revenue, page 81

7.       Please revise to disclose the percentage of your increased revenue
attributable to new
         MSP partners versus existing MSP partners. Refer to Item 303(a) of
Regulation S-K and
         Section III.B of SEC Release No. 33-8350.
Critical Accounting Policies and Estimates
Goodwill, page 87

8.       We note that you assess qualitative factors to determine if it is more
likely than not that
         goodwill might be impaired, which includes relevant events and
circumstances affecting
         the reporting units. Please explain whether the recent cyberattack
that inserted a
         vulnerability within your Orion monitoring products is an event that
has caused you to
         revise your estimates and assumptions used in analyzing the value of
your goodwill and if
         so, provide us with separate goodwill impairment analyses for both
SolarWinds
         Corporation and SWI SpinCo. Furthermore, in order for us to better
understand your
         analyses and response, please provide us with any proposed disclosures
you plan to
         include describing how the recent events impact your key assumptions
and estimates, and
         the goodwill allocated to each of your reporting units.
Note 5. Goodwill and Intangible Assets, page F-22

9.       Please revise to disclose the weighted average amortization period in
total and by major
         intangible asset class. We refer you to 350-30-10-50-1.
Note 12. Commitments and Contingencies
Legal Proceedings, page F-31

10.    Please tell us whether in the opinion of management, the recent
cyberattack that inserted a
       vulnerability within your Orion monitoring products is expected to have
a material
       adverse impact on SolarWind   s or SWI SpinCo   s business, results of
operations, cash
       flows or financial position. With a view toward future disclosure,
please provide us with
FirstName LastNameJason Bliss
       the proposed disclosures that you plan to include regarding the possible
loss contingency
Comapany    NameSolarWinds
       associated               Corporation
                   with this recent event. We refer you to the guidance in ASC
450-12-50 and
       SAB31,
December     Topic
               20205Y.
                     Page 3
FirstName LastName
 Jason Bliss
FirstName
SolarWindsLastNameJason
             Corporation Bliss
Comapany31,
December    NameSolarWinds
               2020        Corporation
December
Page 4     31, 2020 Page 4
FirstName LastName
Note 14 Subsequent Events, page F-32

11.      Please tell us your consideration of disclosing the recent cyberattack
as a subsequent
         event. If the incident constitutes a material non-recognized
subsequent event, the
         financial statements should disclose the nature of the incident and an
estimate of its
         financial effect, or a statement that such an estimate cannot be made.
We refer you to the
         guidance in ASC 855-10-50.
       You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at
(202) 551-3815
with any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology