8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

December 13, 2021

Date of Report (Date of earliest event reported)

N-able, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40297	85-4069861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 Edgewater Dr

Suite 306

Wakefield, Massachusetts 01880

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (781) 328-6490

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NABL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2021, N-able, Inc. (the “Company”) entered into a First Amendment to Stockholders’ Agreement, by and among the Company and the stockholders named therein (the “Stockholders’ Agreement Amendment”). The Stockholders’ Agreement Amendment amends the stockholders’ agreement, dated as of July 19, 2021, by and among the Company and certain stockholders named therein (the “Stockholders’ Agreement”), to (1) provide that with respect to certain required stock ownership thresholds applicable to the rights of the Lead Investors pursuant to the Stockholders’ Agreement, including the right to nominate directors for elections to the Board, the determination of whether the Lead Investors’ satisfy such thresholds will be based on the stock ownership of the Lead Investors relative to the Company’s then-current outstanding shares of common stock rather than the number of shares of common stock outstanding as of the date of the Company’s spin-off from SolarWinds Corporation and (2) remove each of the TB Co-Investors (as defined in the Stockholders’ Agreement) as party to the Stockholders’ Agreement.

The foregoing summary of the Stockholders’ Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and incorporated in its entirety into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit Number	Description
10.1	First Amendment to Amended and Restated Stockholders' Agreement among the Company and the stockholders named therein, dated December 13, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		N-able, Inc.
Dated:	December 15, 2021	By:	/s/ John Pagliuca
			John Pagliuca
			President and Chief Executive Officer

EX-10.1

EXHIBIT 10.1 FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made effective as of December 13, 2021 (the “Effective Date”), by and among N-able, Inc., a Delaware corporation (“Company”), N-able International Holdings II, LLC, a Delaware limited liability company (“N-able International”) and the undersigned stockholders (collectively, the “Lead Investors”). This Amendment amends the Stockholders’ Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement. RECITALS WHEREAS, the Company, N-Able International and certain stockholders named therein entered into that certain Stockholders’ Agreement dated July 19, 2021 (the “Stockholders’ Agreement”). WHEREAS, in accordance with Section 6.2 of the Stockholders’ Agreement, the Company and the Lead Investors desire to amend the Stockholders’ Agreement as set forth below. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lead Investors agree as follows: 1. Section 2.1.2(a) of the Stockholders’ Agreement is hereby amended to read in its entirety as follows: “(a) So long as the Aggregate Silver Lake Ownership continues to be (i) at least 20% of the aggregate number of then outstanding shares of Common Stock of the Company, Silver Lake shall be entitled to nominate three Directors, (ii) less than 20% but at least 10% of the aggregate number of then outstanding shares of Common Stock of the Company, Silver Lake shall be entitled to nominate two Directors and (iii) less than 10% but at least 5% of the aggregate number of then outstanding shares of Common Stock of the Company, Silver Lake shall be entitled to nominate one Director. Each Director so nominated may be referred to as a “Silver Lake Director”. Notwithstanding the foregoing, Silver Lake shall be entitled to nominate three Directors only if the total number of Directors (inclusive of the number of Directors nominated by Silver Lake and Thoma Bravo) exceeds seven Directors. 2. Section 2.1.2(b) of the Stockholders’ Agreement is hereby amended to read in its entirety as follows: “(b) So long as the Aggregate Thoma Bravo Ownership continues to be (i) at least 20% of the aggregate number of then outstanding shares of Common Stock of the Company, Thoma Bravo shall be entitled to nominate three Directors, (ii) less than 20% but at least 10% of the aggregate number of then outstanding shares of Common Stock of the Company, Thoma Bravo shall be entitled to nominate two Directors and (iii) less than 10% but at least 5% of the aggregate number of then outstanding shares of Common Stock of the Company, Thoma Bravo shall be entitled to nominate one Director. Each Director so nominated may be referred to as a “Thoma Bravo

Director”. Notwithstanding the foregoing, Thoma Bravo shall be entitled to nominate three Directors only if the total number of Directors (inclusive of the number of Directors nominated by Silver Lake and Thoma Bravo) exceeds seven Directors.” 3. Section 2.1.6(d) of the Stockholders’ Agreement is hereby amended to read in its entirety as follows: “(d) Any recommendation of the Nominating Committee shall require the approval of the Silver Lake Director (if any) serving on the Nominating Committee, for so long as the Aggregate Silver Lake Ownership continues to be at least 10% of the aggregate number of outstanding shares of Common Stock, and the Thoma Bravo Director (if any) serving on the Nominating Committee, for so long as the Aggregate Thoma Bravo Ownership continues to be at least 10% of the aggregate number of outstanding shares of Common Stock.” 4. The first sentence of Section 5.4 of the Stockholders’ Agreement is hereby amended to read in its entirety as follows: “5.4 Actions Requiring Approval of the Lead Investors. So long as the Lead Investors collectively continue to hold at least 30% of the aggregate number of then outstanding shares of Common Stock of the Company, the following actions by the Company or any of its Subsidiaries shall require the prior written consent of each Lead Investor that is then entitled to nominate at least two Directors to the Board:”. 5. The Stockholder's Agreement is hereby amended to remove each of the TB Co-Investors as a party thereto, and the TB Co-Investors shall cease to have any rights or obligations thereunder, subject to Section 6.3 of the Stockholders Agreement. 6. Except as expressly amended hereby, the Stockholders’ Agreement shall remain unmodified and in full force and effect. 7. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. This Amendment will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. [Signature Page(s) Follows]

[Signature Pages – First Amendment to Stockholders’ Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date set forth above: N-ABLE, INC. By: /s/ John Pagliuca Name: John Pagliuca Its: President and Chief Executive Officer N-ABLE INTERNATIONAL HOLDINGS II, LLC By: /s/ John Pagliuca Name: John Pagliuca Its: President and Chief Executive Officer

[Signature Pages – First Amendment to Stockholders’ Agreement] SILVER LAKE PARTNERS IV, L.P. SILVER LAKE TECHNOLOGY INVESTORS IV, L.P. For each of the above-referenced Lead Investors By: Silver Lake Technology Associates IV, L.P. Its: General Partner By: SLTA IV (GP), L.L.C. Its: General Partner By: Silver Lake Group, L.L.C. Its: Managing Member By: /s/ Kenneth Hao Name: Kenneth Hao Title: Managing Director

[Signature Pages – First Amendment to Stockholders’ Agreement] THOMA BRAVO FUND XI, L.P. THOMA BRAVO FUND XI-A, L.P. THOMA BRAVO EXECUTIVE FUND XI, L.P. THOMA BRAVO SPECIAL OPPORTUNITIES FUND II, L.P. THOMA BRAVO SPECIAL OPPORTUNITIES FUND II- A, L.P. For each of the above-listed Lead Investors, By: Thoma Bravo Partners XI, L.P. Its: General Partner By: Thoma Bravo UGP XI, LLC Its: General Partner By: Thoma Bravo UGP, LLC Its: General Partner By: /s/ Seth Boro Name: Seth Boro Title: Authorized Signatory THOMA BRAVO FUND XII, L.P. THOMA BRAVO FUND XII-A, L.P. THOMA BRAVO EXECUTIVE FUND XII, L.P. THOMA BRAVO EXECUTIVE FUND XII-A, L.P. For each of the above-listed Lead Investors, By: Thoma Bravo Partners XII, L.P. Its: General Partner By: Thoma Bravo UGP XI, LLC Its: General Partner By: Thoma Bravo UGP, LLC Its: General Partner By: /s/ Seth Boro Name: Seth Boro Title: Authorized Signatory

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COVER PAGE COVER PAGE	Dec. 13, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2021
Entity Registrant Name	N-able, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40297
Entity Tax Identification Number	85-4069861
Entity Address, Address Line One	301 Edgewater Dr
Entity Address, Address Line Two	Suite 306
Entity Address, City or Town	Wakefield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01880
City Area Code	781
Local Phone Number	328-6490
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NABL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001834488
Amendment Flag	false