07/21/2026 | Press release | Distributed by Public on 07/21/2026 08:47
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Coburn R. Beck,
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Steven A. Cohen
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Joshua Korff P.C.
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Paul Davis Fancher
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Wachtell, Lipton, Rosen & Katz
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Kirkland & Ellis LLP
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Troutman Pepper Locke LLP
600 Peachtree Street NE, Suite 3000
Atlanta, Georgia 30308
(404) 885-3000
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51 West 52nd Street
New York, NY 10019
(212) 403-1000
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601 Lexington Avenue
New York, NY 10022
(212) 446-4800
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| ☒ |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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| ☐ |
The filing of a registration statement under the Securities Act of 1933.
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| ☐ |
A tender offer.
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| ☐ |
None of the above.
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| Item 15. | Additional Information |
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(a) |
Each outstanding warrant to purchase Company Common Stock that was not exercised as of the Effective Time remained outstanding after the Merger in accordance with its terms. |
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(b) |
Each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically converted into a right to receive a cash-based award (a "Parent Equity Cash Award") in an amount equal to the product of (i) the number of shares of Company Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Each Parent Equity Cash Award remained outstanding after the Effective Time and is subject to the same terms and conditions that applied to the corresponding RSU immediately prior to the Effective Time, including the applicable vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions. |
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(c) |
Long-term cash awards that were subject to performance-based vesting conditions and were outstanding immediately prior to the Effective Time ("Performance Cash Awards") remained outstanding after the Effective Time and will continue to be eligible to vest and become payable upon achievement, through the end of the applicable performance period, of the performance-based vesting conditions applicable to such Performance Cash Awards immediately prior to the Effective Time, subject to the same terms and conditions that applied to such Performance Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions.
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(d) |
Long-term cash awards that were subject only to service-based vesting conditions (or that were previously subject to performance-based vesting conditions with respect to which the performance period ended prior to the Effective Time) and were outstanding immediately prior to the Effective Time ("Service Cash Awards") remained outstanding after the Effective Time and will continue to be eligible to vest and become payable upon satisfaction of the applicable service-based vesting conditions in effect immediately prior to the Effective Time, subject to the same terms and conditions that applied to such Service Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions.
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| Item 16. |
Exhibits
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Exhibit
No.
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Description
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Definitive Proxy Statement of KORE Group Holdings, Inc. (included in the Schedule 14A filed on June 12, 2026, and incorporated herein by reference) (the "Definitive Proxy Statement").
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Form of Proxy Card (included in the Definitive Proxy Statement and incorporated herein by reference).
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Letter to Stockholders (included in the Definitive Proxy Statement and incorporated herein by reference).
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Notice of Special Meeting of Stockholders (included in the Definitive Proxy Statement and incorporated herein by reference).
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(a)(3) |
Current Report on Form 8-K, dated July 21, 2026 (incorporated herein by reference)
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Press Release, dated February 27, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Opinion of Rothschild & Co US Inc., dated February 26, 2026 (included in the Definitive Proxy Statement and incorporated herein by reference).
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Discussion materials prepared by Rothschild and Co US Inc., dated April 9, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated July 29, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated September 30, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated October 19, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated November 4, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated November 14, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated December 15, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated January 2, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated February 11, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated February 22, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by Rothschild and Co US Inc., dated February 26, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
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Discussion materials prepared by TD Securities (USA) LLC, dated August 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for ABRY Partners VII, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated November 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated December 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated January 2026, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Discussion materials prepared by TD Securities (USA) LLC, dated January 2026, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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Agreement and Plan of Merger, dated February 26, 2026, by and among KONA Parent, L.P., KONA Merger Sub Co. and KORE Group Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by C KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Cerberus Telecom Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Rollover, Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Form of Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and each of ABRY Investment Partnership, L.P., ABRY Senior Equity IV, L.P., and ABRY Senior Equity IV Co-Investment Fund, L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Form of Rollover, Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and each of ABRY Partners VII, L.P. and ABRY Partners VII Co-Investment Fund, L.P. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Dotmar Investments Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on March 20, 2026).
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Richard Burston (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on March 20, 2026).
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Terrdian Holdings Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on March 20, 2026).
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Investment Agreement, dated as of November 9, 2023, by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on November 9, 2023).
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Amendment to Investment Agreement, dated as of December 13, 2023, by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on December 13, 2023).
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Amended and Restated Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by KORE Group Holdings, Inc. to Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on December 13, 2023).
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Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among KORE Group Holdings, Inc., Searchlight IV KOR, L.P. and certain stockholders of KORE Group Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on November 16, 2023).
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Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of August 1, 2025 (incorporated by reference to Exhibit 9 to the Amendment No. 3 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on August 5, 2025).
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Amendment to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of November 25, 2025 (incorporated by reference to Exhibit 11 to the Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on February 17, 2026).
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Amendment No. 2 to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of January 2, 2026 (incorporated by reference to Exhibit 12 to the Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on February 17, 2026).
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Amendment No. 3 to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of February 13, 2026 (incorporated by reference to Exhibit 13 to the Amendment No. 7 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on February 17, 2026).
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Joint Bidding and Cost Sharing Agreement by and between Searchlight Capital Partners, L.P. and ABRY Partners VII, L.P., dated as of February 26, 2026 (incorporated by reference to Exhibit 16 to the Amendment No. 8 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on March 2, 2026).
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Amended and Restated Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of February 26, 2026 (incorporated by reference to Exhibit 17 to the Amendment No. 8 to Schedule 13D of Searchlight IV KOR, L.P. filed with the Commission on March 2, 2026).
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Equity Commitment Letter, dated February 26, 2026, by and between KONA Parent, L.P., Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., and Searchlight Capital IV PV-B, L.P.
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Limited Guaranty, dated February 26, 2026, by and between KORE Group Holdings, Inc., Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., and Searchlight Capital IV PV-B, L.P.
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Debt Commitment Letter, dated as of February 26, 2026, by and between Whitehorse Capital Origination, LLC, Fortress Credit Corp., Fortress Private Lending Fund, Fortress Credit Opportunities XXVII CLO B LLC, and KONA Parent, L.P.
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(g)
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Not Applicable.
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Filing Fee Table.
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KORE GROUP HOLDINGS, INC.
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By:
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/s/ Jack W. Kennedy Jr.
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Name:
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Jack W. Kennedy Jr.
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Title:
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Executive Vice President, Chief Legal Officer, and Secretary
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Date: July 21, 2026
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KONA PARENT, L.P.
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By: KONA Parent GP, LLC, its general partner
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By:
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/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: July 21, 2026
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SEARCHLIGHT IV KOR, L.P.
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By:
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/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: July 21, 2026
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KONA PARENT GP, LLC
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By:
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/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: July 21, 2026
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ANDREW FREY
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By:
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/s/ Andrew Frey
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Date: July 21, 2026
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ABRY PARTNERS VII, L.P.
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| By: |
ABRY VII Capital Partners, L.P.
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| Its: |
General Partner
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| By: | ABRY VII Capital Investors LLC | |||
| Its: | General Partner | |||
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By:
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/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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| Date: July 21, 2026 | ||||
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ABRY PARTNERS VII CO-INVESTMENT FUND, L.P.
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| By: | ABRY VII Co-Investment GP, LLC | |||
| Its: | General Partner | |||
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| By: | ABRY VII Capital Investors LLC | |||
| Its: | General Partner | |||
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By:
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/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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| Date: July 21, 2026 | ||||
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ABRY INVESTMENT PARTNERSHIP, L.P.
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| By: | ABRY Investment GP, LLC | |||
| Its: | General Partner | |||
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By:
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/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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| Date: July 21, 2026 | ||||
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ABRY SENIOR EQUITY IV, L.P.
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| By: | ABRY Senior Equity Investors IV, L.P. | |||
| Its: | General Partner | |||
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| By: | ABRY Senior Equity Holdings IV, LLC | |||
| Its: | General Partner | |||
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By:
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/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: July 21, 2026
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ABRY SENIOR EQUITY IV CO-INVESTMENT FUND, L.P.
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By: |
ABRY Senior Equity Co-Investment GP IV, LLC
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| Its: |
General Partner
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By: |
ASE Senior Equity Holdings IV, LLC
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| Its: |
General Partner
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By:
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/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: July 21, 2026
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