SolarWinds + Bain Capital + Yonce Management = Creepy $$$ Numbers
Check out this (2005) Management Fees Agreement.
(excerpt)
EX-4.13 17 dex413.htm LETTER AGREEMENT Exhibit 4.13
SolarWinds.Net, Inc.
SolarWinds.Net, LLC
8221 East 63rd Place
Tulsa, Oklahoma 74133
December 13, 2005
Bain Capital Venture Partners, LLC
111 Huntington Avenue
Boston, MA 02199
Facsimile: (617) 516-2010
Attn: J. Benjamin Nye
SolarWinds Management, LLC
c/o SolarWinds.Net, Inc.
8221 East 63rd Place
Tulsa, Oklahoma 74133
Attn: Donald C. Yonce
Yonce Management, LLC
c/o SolarWinds.Net, Inc.
8221 East 63rd Place
Tulsa, Oklahoma 74133
Attn: David A. Yonce
Ladies and Gentlemen:
This letter confirms our understanding that SolarWinds.Net, Inc., an Oklahoma corporation “Holdings”) and SolarWinds.Net, LLC, a Delaware limited liability company (“OpCo,” and together with Holdings, the “Companies”) have engaged each of Bain Capital Venture Partners, LLC, a Delaware limited liability company (“Bain”), SolarWinds Management, LLC (“SWM”) and Yonce Management, LLC (“YM,” and collectively with Bain and SWM, the “Managing Parties”) to provide management and monitoring services to the Companies upon the request of the Companies from time to time. These services are to be provided severally in respect of each of the Managing Parties in connection with ongoing business and financial matters, including general management and monitoring services, monitoring of operating and cash flow requirements, monitoring of corporate liquidity and other ordinary and necessary corporate finance concerns (including acquisition, advisory and finance matters and any public or private offering of securities).
In consideration for the agreement of each of the Managing Parties to provide such management and monitoring services, the Companies agree to pay the Managing Parties an annual fee of $666,666.67 (the “Management Fee”), payable annually in arrears, with the first payment due on December 31, 2006 and each payment thereafter due on the last day of each succeeding fiscal year of the Companies. The annual Management Fee shall be paid as follows: (1) $333,333.33 to Bain, (2) $300,000.00 to SWM, and (3) $33,333.34 to YM. The Management Fee is for management and monitoring services to be rendered by each of the Managing Parties and its employees and partners and affiliates and not for any such services to be rendered by any other person. Any additional services to be provided by the Managing Parties, and any additional fee therefor, will be agreed to in writing by the parties.
The Companies also agree to pay the Managing Parties, on the date of the Closing (as defined in the Stock Purchase Agreement, dated as of December 14, 2005 among the Sellers, Holdings and the Purchasers), a fee in the amount of $666,666.67 in connection with the structuring of the senior financing for the transactions contemplated by the Purchase Agreement, such payment to be made as follows: (1) $333,333.33 to Bain, (2) $300,000.00 to SWM, and (3) $33,333.34 to YM.
https://www.sec.gov/Archives/edgar/data/1428669/000119312508062588/dex413.htm