This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by KORE Group Holdings with the SEC on February 27, 2026, announcing the signing of the merger agreement. At announcement, Abry already beneficially owned approximately 28% of KORE's common stock, and Searchlight held all of KORE's Series A-1 preferred stock (with a liquidation preference of approximately $275 million) plus warrants for roughly 14% of common stock on a fully diluted basis, making this a going-private transaction by existing, affiliated investors. The deal had been unanimously approved by the KORE board based on the recommendation of a Special Committee of independent directors, and KORE expected to close in the second or third quarter of 2026, subject to stockholder and regulatory approvals including HSR and CFIUS clearance.
On financial advisory, Rothschild & Co acted as financial advisor to the Special Committee, while TD Cowen acted as financial advisor to Searchlight and Abry, the acquiring parties.
On legal advisory, Richards, Layton & Finger, P.A. advised the Special Committee, Troutman Pepper Locke LLP served as legal advisor to KORE itself, Wachtell, Lipton, Rosen & Katz served as legal advisor to Searchlight, and Kirkland & Ellis LLP served as legal advisor to Abry.
The deal structure disclosed is an all-cash merger at $9.25 per share, not subject to a financing condition, with concurrent voting, support, and rollover agreements executed by Searchlight, Abry, the SPAC sponsor Cerberus Telecom Acquisition Holdings, LLC, and certain other stockholders holding up to 2,500,000 shares. KORE and Parent also intended to jointly file a Schedule 13E-3 transaction statement given the going-private, affiliated-party nature of the deal.
What is not disclosed: a precise breakdown of how the $726 million valuation reconciles to the $9.25 per share price and outstanding share count was not stated in the press release, nor was any termination fee amount or detailed financing structure for the cash consideration.