SecProbe.io

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 July 2, 2025

Tim O Brien
Chief Financial Officer
N-able, Inc.
30 Corporate Drive, Suite 400
Burlington, MA 01803

 Re: N-able, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40297
Dear Tim O Brien:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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 Document July 1, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention:    Melissa Walsh, Staff Accountant Stephen Krikorian, Accounting Branch Chief Re:     N-able, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 7, 2025 File No. 001-40297 Ladies and Gentlemen: We are transmitting this letter in response to the comment received from the staff (the “ Staff ”) of the Securities and Exchange Commission by letter dated June 24, 2025 (the “ Comment Letter ”) with respect to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “ 10-K ”) filed by N-able, Inc. (“ N-able , ” the “ Company ” or “ we ”). The italicized and numbered paragraph below corresponds to the numbered paragraph in the Comment Letter and is followed by the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024 Report of Independent Registered Public Accounting Firm, page F-2 1. Your auditor states in the fourth paragraph of their report that they conducted their audits “in accordance with standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.” Since you are an issuer, the audits of your financial statements must be in accordance with standards of the PCAOB. As a result, it is not clear why the audit report also refers to generally accepted auditing standards. Refer to PCAOB Auditing Standard 3101 and have your auditor advise or revise their report in future filings, as necessary. Response : In response to the Staff’s comment, the Company’s auditor has informed us that it will remove the statement “ and in accordance with auditing standards generally accepted in the United States of America ” from its report in future filings. * * * * We appreciate the Staff’s attention to the review of the 10-K. Please do not hesitate to contact me at (781) 328-6490 if you have any questions regarding this letter. Very truly yours, /s/ Timothy O’Brien Timothy O’Brien Executive Vice President and Chief Financial Officer cc:    Peter C. Anastos, Executive Vice President and General Counsel N-able, Inc. Brent Bernell DLA Piper LLP (US)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Tim O Brien
Chief Financial Officer
N-able, Inc.
30 Corporate Drive, Suite 400
Burlington, MA 01803

 Re: N-able, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40297
Dear Tim O Brien:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Report of Independent Registered Public Accounting Firm, page F-2

1. Your auditor states in the fourth paragraph of their report that they
conducted their
 audits in accordance with standards of the PCAOB and in accordance
with auditing
 standards generally accepted in the United States of America. Since
you are an
 issuer, the audits of your financial statements must be in accordance
with standards of
 the PCAOB. As a result, it is not clear why the audit report also refers
to generally
 accepted auditing standards. Refer to PCAOB Auditing Standard 3101 and
have your
 auditor advise or revise their report in future filings, as necessary.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 June 24, 2025
Page 2

 Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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April 12, 2022

VIA EDGAR

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:          Jan Woo, Legal Branch Chief

                        Patrick Faller, Staff Attorney

Re:       N-able, Inc.

            Post-Effective Amendment No. 1 to Registration Statement on Form S-1

            File No. 333-259014

Ladies and Gentlemen:

N-able, Inc. (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Post-Effective Amendment No.1 to the Registration Statement on Form S-1 (File No. 333-259014) (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern time, on April 14, 2022, or as soon as practicable thereafter.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Registrant’s counsel, Brent L. Bernell and Drew M. Valentine, each of DLA Piper LLP (US), at 512-457-7044 or 512-457-7019, respectively.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Bernell or Mr. Valentine and that such effectiveness also be confirmed in writing.

Thank you for your assistance.

Very truly yours,

N-ABLE, INC.

By:  /s/ Tim O’Brien

Tim O’Brien

Chief Financial Officer

cc:    John Pagliuca (N-able, Inc.)

Peter Anastos (N-able, Inc.)

Kate Salley (N-able, Inc.)

John J. Gilluly III (DLA Piper LLP (US))

Brent L. Bernell (DLA Piper LLP (US))

Drew M. Valentine (DLA Piper LLP (US))

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April 1, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:    Jan Woo, Legal Branch Chief

Patrick Faller, Staff Attorney

Re:      N-able, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1

Filed March 15, 2022

File No. 333-259014

Ladies and Gentlemen:

We are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated March 25, 2022 (the “Comment Letter”) with respect to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Post-Effective Amendment”) filed by N-able, Inc. (“N-able,” the “Company” or “we”). The italicized and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter and are followed by the Company’s responses.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1

Risks Related to Our Business and Industry

Because our long-term success depends on our ability to operate our business internationally..., page 21

1.We note your disclosure regarding Russia's invasion of the Ukraine and the participation of Belarus in the conflict, which may adversely affect your product development, operations, business, and/or financial results. We further note that you conduct research and development activities in Belarus and may need to shift such activities to other jurisdictions, which may delay your development cycle and generate additional costs. Please disclose the portion of your overall research and development activities performed in Belarus and whether moving your research and development activities to another jurisdiction would have a material adverse effect on your business. Additionally, describe in greater detail the impact of Russia's invasion of the Ukraine and the participation of Belarus in the conflict on your business, including the impact to your supply chain, specific impacts from sanctions and export controls, and whether you will need to evaluate any aspects of your business for impairment. If the impact is not material, please explain why.

Response: We respectfully advise the Staff that our research and development operations in Belarus represent just one portion of our overall research and development activities, with less than 20% of our world-wide research and development employees located in the country. Outside of Belarus, our

research and development activities are spread throughout North America and Western Europe. Although, as noted in the Post-Effective Amendment, moving our research and development activities located in Belarus to another jurisdiction could impact our product development timing and costs, we do not believe that doing so would have a material adverse effect on our business. We believe we have adequate research and development resources in other jurisdictions to support the projects on which our employees located in Belarus work, and in light of the recent unrest in the region, we have accommodated several employee requests to relocate to other jurisdictions where we do business.

In addition, we advise the Staff that, to date, N-able’s business, including our supply chain, has not been materially affected by Russia’s invasion of Ukraine or any participation in the same by Belarus. Specifically, (i) we do not use any banks that have been sanctioned by the United States, Canada, or the European Union; (ii) we have determined that recent export control licensing requirements does not require additional licensing obligations; (iii) as disclosed on page 22 of the Post-Effective Amendment, we only “generated a de minimis amount of revenue from customers located in Russia, Belarus and Ukraine in 2021”; and (iv) we terminated our relationship with our three Russian customers in March 2022, and none of these customers were sanctioned entities. Further, we have no assets located in Russia or Ukraine, and with respect to Belarus, the current carrying value of our assets located in the country is less than $1 million and we believe any potential asset impairment would be immaterial.

While we continue to monitor the ever-changing state of affairs in Belarus, Russia and Ukraine, as well as related sanctions, and will assess whether future updates to our risk factor disclosures are appropriate, we respectfully believe that the above captioned risk factor, as currently drafted in the Post-Effective Amendment, provides investors with sufficient information to assess the risks associated with our international operations and their potential impact on the Company.

Risks Related to Governmental Regulation

We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete..., page 38

2.We note that certain of your solutions are subject to U.S. export controls and that you and your partners must comply with certain laws regarding the exportation, re-exportation, and importation of your solutions and services worldwide. Please identify whether any export control restrictions and sanctions recently imposed on Russia and Belarus, including those by the U.S. Department of Commerce’s Bureau of Industry and Security, are applicable to your business and describe the impact on the company and investors.

Response: As noted above, we have determined that export control restrictions and sanctions recently imposed on Russia and Belarus, including those by the U.S. Department of Commerce’s Bureau of Industry and Security, do not require additional licensing obligations related to our products and services. Accordingly, we do not believe that any additional disclosure with respect to the impact on the Company and its investors is required at this time.

* * * *

We appreciate the Staff’s attention to the review of the Post-Effective Amendment. Please do not hesitate to contact me at (781) 328-6490 if you have any questions regarding this letter or the Post-Effective Amendment.

Very truly yours,

/s/ Timothy O’Brien

Timothy O’Brien

Executive Vice President and Chief Financial Officer

cc:    Peter C. Anastos, Executive Vice President and General Counsel

N-able, Inc.

Brent Bernell

Drew Valentine

DLA Piper LLP (US)

United States securities and exchange commission logo
March 25, 2022
Tim O’Brien
Executive Vice President, Chief Financial Officer
N-able, Inc.
30 Corporate Dr., Suite 400
Burlington, MA 01803
Re:N-able, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed March 15, 2022
File No. 333-259014
Dear Mr. O’Brien:
            We have reviewed your post-effective amendment 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Risks Related to Our Business and Industry
Because our long-term success depends on our ability to operate our business internationally...,
page 21
1.We note your disclosure regarding Russia's invasion of the Ukraine and the participation
of Belarus in the conflict, which may adversely affect your product development,
operations, business, and/or financial results.  We further note that you conduct research
and development activities in Belarus and may need to shift such activities to other
jurisdictions, which may delay your development cycle and generate additional costs.
Please disclose the portion of your overall research and development activities performed
in Belarus and whether moving your research and development activities to another
jurisdiction would have a material adverse effect on your business.  Additionally, describe

 FirstName LastNameTim O’Brien
 Comapany NameN-able, Inc.
 March 25, 2022 Page 2
 FirstName LastName
Tim O’Brien
N-able, Inc.
March 25, 2022
Page 2
in greater detail the impact of Russia's invasion of the Ukraine and the participation of
Belarus in the conflict on your business, including the impact to your supply chain,
specific impacts from sanctions and export controls, and whether you will need to
evaluate any aspects of your business for impairment.  If the impact is not material, please
explain why.
Risks Related to Governmental Regulation
We are subject to governmental export controls and economic sanctions laws that could impair
our ability to compete..., page 38
2.We note that certain of your solutions are subject to U.S. export controls and that you and
your partners must comply with certain laws regarding the exportation, re-exportation, and
importation of your solutions and services worldwide.  Please identify whether any export
control restrictions and sanctions recently imposed on Russia and Belarus, including those
by the U.S. Department of Commerce’s Bureau of Industry and Security, are applicable to
your business and describe the impact on the company and investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brent L. Bernell

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September 2, 2021

VIA EDGAR

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jan Woo, Legal Branch Chief

 Mitchell Austin, Staff Attorney

Re:

 N-able, Inc.

 Registration Statement on Form S-1

 File No. 333-259014

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the U.S. Securities Act of 1933, as amended, N-able, Inc. (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-259014) (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern time, on September 7, 2021, or as soon as practicable thereafter.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Registrant’s counsel, John J. Gilluly III and Brent L. Bernell, each of DLA Piper LLP (US), at 512-457-7090 or 512-457-7044, respectively.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Gilluly or Mr. Bernell and that such effectiveness also be confirmed in writing.

Thank you for your assistance.

Very truly yours,

N-ABLE, INC.

By:

  /s/ Tim O’Brien

Tim O’Brien

Chief Financial Officer

cc:

 John Pagliuca (N-able, Inc.)

 Peter Anastos (N-able, Inc.)

 Kate Salley (N-able, Inc.)

 John J. Gilluly III (DLA Piper LLP (US))

 Brent L. Bernell (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

United States securities and exchange commission logo
August 31, 2021
Tim O'Brien
Chief Financial Officer
N-able, Inc.
301 Edgewater Dr., Suite 306
Wakefield, Massachusetts 01880
Re:N-able, Inc.
Registration Statement on Form S-1
Filed August 23, 2021
File No. 333-259014
Dear Mr. O'Brien:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brent L. Bernell, Esq.

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June 24, 2021

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Larry Spirgel, Office Chief

 Matthew Crispino, Staff Attorney

 Stephen Krikorian, Accounting Branch Chief

 Morgan Youngwood, Senior Staff Accountant

Re: N-able, Inc.

 Registration Statement on Form 10

 File No. 001-40297

Ladies and Gentlemen:

Pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder, N-able, Inc. (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form 10 (File No. 001-40297) (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern time, on June 25, 2021, or as soon as practicable thereafter.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Registrant’s counsel, John J. Gilluly III and Brent L. Bernell, each of DLA Piper LLP (US), at 512-457-7090 or 512-457-7044, respectively.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Gilluly or Mr. Bernell and that such effectiveness also be confirmed in writing.

Thank you for your assistance.

Very truly yours,

N-ABLE, INC.

By: /s/ John Pagliuca

John Pagliuca

Chief Executive Officer and President

cc: Jason Bliss (SolarWinds Corporation)

 Tim O’Brien (N-able, Inc.)

 Peter Anastos (N-able, Inc.)

 John J. Gilluly III (DLA Piper LLP (US))

 Brent L. Bernell (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

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  DLA Piper LLP (US)

303 Colorado Street, Suite 3000

Austin, Texas 78701-4653

www.dlapiper.com

Brent L. Bernell

brent.bernell@us.dlapiper.com

T   512.457.7044

F   512.721.2214

June 15, 2021

Via Edgar

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Larry Spirgel, Office Chief

 Matthew Crispino, Staff Attorney

 Stephen Krikorian, Accounting Branch Chief

 Morgan Youngwood, Staff Accountant

 United States Securities and Exchange Commission

 Division of Corporation Finance Office of Technology

 Washington, D.C. 20549

Re: N-able, Inc.

 Amendment No. 3 to Form 10

 Filed May 27, 2021

 File No. 001-40297

Ladies and Gentlemen:

On behalf of N-able, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated June 14, 2021 with respect to the Company’s Amendment No. 3 to the Registration Statement on Form 10 (the “Registration Statement”). This letter is being submitted together with the Company’s Amendment No. 4 to the Registration Statement on Form 10 (the “Form 10”), which has been revised to address various of the Staff’s comments. The italicized and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10. Page numbers used herein refer to the page numbers of Exhibit 99.1 (the “Information Statement”) to the Form 10.

Division of Corporation Finance

June 15, 2021

Page 2

Unaudited Pro Forma Combined Financial Statements

Note 2: Autonomous Entity Adjustments, page 72

1.Please explain why adjustment (b) does not include the pro forma interest expense from the new debt for the three months ended March 31, 2021.

Response: The Company respectfully advises the Staff that in response to the Staff's comment, the Company has revised its disclosure on pages 74 and 76 of the Information Statement to reflect the pro forma interest expense from the new debt for the three months ended March 31, 2021.

2.We note that adjustment (h) represents the reclassification of the transaction costs which were incurred for the three months ended March 31, 2021 into the pro forma income statement for twelve months ended December 31, 2020 to give effect to the separation and distribution and the related transactions as if they had occurred on January 1, 2020. Please explain your basis for the reclassification of the incurred transaction costs and cite the specific guidance that you relied upon.

Response:  The Company respectfully advises the Staff that in response to the Staff's comment, the Company has revised its disclosures on pages 74-75 and 77 of the Information Statement to remove the adjustment representing the reclassification of the transaction costs which were incurred for the three months ended March 31, 2021 into the pro forma income statement for twelve months ended December 31, 2020.

* * * *

Division of Corporation Finance

June 15, 2021

Page 3

We and the Company appreciate the Staff’s attention to the review of the Form 10. Please do not hesitate to contact me at (512) 457-7044 if you have any questions regarding this letter or the Form 10.

Very truly yours,

DLA Piper LLP (US)

/s/ Brent L. Bernell

Brent L. Bernell

Partner

DLA Piper LLP (US)

cc: Jason Bliss (SolarWinds Corporation)

 John Pagliuca (SolarWinds Corporation)

 Tim O’Brien (SolarWinds Corporation)

 Peter Anastos (SolarWinds Corporation)

 John J. Gilluly III (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

United States securities and exchange commission logo
June 14, 2021
John Pagliuca
Chief Executive Officer
N-able, Inc.
301 Edgewater Dr., Suite 306
Wakefield, Massachusetts 01880
Re:N-able, Inc.
Amendment No. 3 to Form 10
Filed May 27, 2021
File No. 001-40297
Dear Mr. Pagliuca:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-12B/A filed on May 27, 2021
Unaudited Pro Forma Combined Financial Statements
Note 2: Transaction Accounting Adjustments, page 76
1.Please explain why adjustment (b) does not include the pro forma interest expense from
the new debt for the three months ended March 31, 2021.
2.We note that adjustment (h) represents the reclassification of the transaction costs which
were incurred for the three months ended March 31, 2021 into the pro forma income
statement for twelve months ended December 31, 2020 to give effect to the separation and
distribution and the related transactions as if they had occurred on January 1, 2020.  Please
explain your basis for the reclassification of the incurred transaction costs and cite the
specific guidance that you relied upon.

 FirstName LastNameJohn Pagliuca
 Comapany NameN-able, Inc.
 June 14, 2021 Page 2
 FirstName LastName
John Pagliuca
N-able, Inc.
June 14, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Morgan Youngwood, Senior 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
cc:       John Gilluly

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  DLA Piper LLP (US)

303 Colorado Street, Suite 3000

Austin, Texas 78701-4653

www.dlapiper.com

Brent L. Bernell

brent.bernell@us.dlapiper.com

T   512.457.7044

F   512.721.2214

May 26, 2021

Via Edgar

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Larry Spirgel, Office Chief

 Matthew Crispino, Staff Attorney

 Stephen Krikorian, Accounting Branch Chief

 Morgan Youngwood, Staff Accountant

 United States Securities and Exchange Commission

 Division of Corporation Finance Office of Technology

 Washington, D.C. 20549

Re: N-able, Inc.

 Amendment No. 2 to Form 10

 Filed April 14, 2021

 File No. 001-40297

Ladies and Gentlemen:

On behalf of N-able, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated April 16, 2021 with respect to the Company’s Amendment No. 2 to the Registration Statement on Form 10 (the “Registration Statement”). This letter is being submitted together with the Company’s Amendment No. 3 to the Registration Statement on Form 10 (the “Form 10”), which has been revised to address various of the Staff’s comments. The italicized and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10. Page numbers used herein refer to the page numbers of Exhibit 99.1 (the “Information Statement”) to the Form 10.

Division of Corporation Finance

May 26, 2021

Page 2

Risk Factors
The Cyber Incident has had and may continue to have an adverse effect on our business..., page 39

1.We note your response to prior comment 1. If your investigation of the Cyber Incident has revealed an earlier date for when the bad actors involved first gained access to your systems, you should disclose that date.

Response:  The Company respectfully advises the Staff that in response to the Staff's comment, the Company has revised its disclosures on pages 40-41 and 88-89 of the Information Statement.

Notes to Unaudited Pro Forma Combined Financial Statements

Note 3: Autonomous Entity Adjustments, page 72

2.We note from your disclosures on page 86 that for the year ended December 31, 2020, none of the $3.5 million of pre-tax expenses incurred by SolarWinds related to the Cyber Incident were allocated to the N-able business. We further note that in response to the Cyber Incident and in connection with the separation, you are working to further enhance security, monitoring and authentication of your solutions and expect to incur additional expense related to these efforts in future periods. Please explain why you did not include any adjustments in your pro forma financial statements for the estimated costs of the investigation or other costs you expect to incur in connection with the Cyber Incident. This would appear to be an "Autonomous Entity Adjustment". Describe the status of your investigation as it relates to N-able and the nature of the remaining tasks to be performed.

Response: The Company respectfully advises the Staff that in response to the Staff’s comment,  the Company has revised its disclosures on page 77 of the Information Statement to include the estimated costs to further enhance security, monitoring and authentication of the N-able solutions in its pro forma financial statements as an “Autonomous Entity Adjustment.”  The Company also has revised its disclosures on pages 88-89 of the Information Statement to provide additional information regarding the status of the investigations into the Cyber Incident.

With respect to other costs related to the Cyber Incident, including the costs of SolarWinds’ investigations, the Company respectfully advises the Staff that in light of the indemnification obligations of SolarWinds related to the Cyber Incident contained in the separation agreement to be entered into between the Company and SolarWinds in connection with the separation, the Company does not believe an allocation of costs for the Cyber Incident would reflect the historical performance or future costs of the N-able business and accordingly, the Company has not included any adjustments in its pro forma financial statements with respect to such costs.

Division of Corporation Finance

May 26, 2021

Page 3

Note 5: Management's adjustments, page 76

3.We note your placeholder for Management’s Adjustments. The explanatory notes must also include disclosure of the basis for and material limitations of each Management's Adjustment, including any material assumptions or uncertainties of such adjustment, an explanation of the method of the calculation of the adjustment, if material, and the estimated time frame for achieving the synergies and dis-synergies of such adjustment. Please note that we may have additional comments once this information is provided in a future amendment. We refer you to Article 11-02(a)(7) of Regulation S-X.

Response:  The Company respectfully advises the Staff that management has determined that no material management adjustments depicting synergies or dis-synergies have been identified that would enhance the understanding of the pro forma effects of the transaction for which there is reasonable basis for such adjustment. The Company has revised its disclosure on page 78 of the Information Statement to remove the table from the filing.

Management's Discussion and Analysis of Financial Condition and Results of Operations

SolarWinds Cyber Incident, page 87

4.We note your response to prior 3. Please revise to clarify your disclosures that state the threat actors had access to, and you believe exfiltrated, your source code and other confidential information from the shared SolarWinds environment. In this respect, describe in greater detail the scope and any potential impact of the exfiltrated source code to your systems, solutions, MSP partners and customers. Indicate the date you first became aware that threat actors had access to, and you believe exfiltrated, your source code. Tell us how you evaluated and assessed any contingent liabilities due to potential damages to your customers. We refer you to ASC 450-20-55-14.

Disclose any remediation efforts for your exfiltrated source code and steps you have taken or expect to take to support and protect your customers. Indicate whether any of your customers were notified of any impact to them and whether any indemnification clauses have be activated. Your revised disclosures should also describe the types of data or other confidential information exfiltrated from the shared SolarWinds environment. In addition, tell us your consideration of disclosing your exfiltrated source code and other confidential information from the shared SolarWinds environment as a subsequent event. We refer you to the guidance in ASC 855-10-50.

Response:  The Company respectfully advises the Staff that in response to the Staff's comment, the Company has revised its disclosure on pages 88-89 of the Information Statement. In addition, the Company advises the Staff that the Company is not aware of any of its customers having

Division of Corporation Finance

May 26, 2021

Page 4

provided the Company with notice of claims for damages made pursuant to indemnification clauses with such customers.

In addition, the Company respectfully advises the Staff that it has evaluated any contingent liabilities due to potential damages to its customers consistent with ASC 450-20-55-14. As a result of the indemnification provisions under the separation agreement to be entered into between SolarWinds and the Company in connection with the separation, the Company determined that SolarWinds will be liable and obligated to indemnify the Company for liabilities due to potential damages to its customers relating to the Cyber Incident and that as a result thereof, an unfavorable outcome with respect to such unasserted claims and assessments is not probable and the amount of loss cannot reasonably be estimated. The Company therefore believes that, consistent with ASC 450-20-55-14, it does not have any contingent liabilities due to potential damages to its customers to record. The Company will continue to monitor and evaluate the status of the above matters and will include the disclosures required by ASC 450 as appropriate in future filings.

The Company also respectfully advises the Staff that in Amendment No. 2 to the Registration Statement, the Company evaluated subsequent events after the balance sheet date of December 31, 2020 through the date the financial statements were issued on March 1, 2021 per the guidance in ASC 855-10-50 and determined that as of such date, there were no additional subsequent events to disclose. For Amendment No. 3 to the Registration Statement, the Company has evaluated subsequent events after the balance sheet date of March 31, 2021 through the date the unaudited financial statements were issued on May 26, 2021 and determined as of such date, there were no additional subsequent events to disclose. The Company's evaluation of subsequent events included consideration of potential impacts on its financial statements related to exfiltrated source code and other confidential information from the shared SolarWinds environment. Based on the results of SolarWinds' investigations to date and as a result of the indemnification provisions under the separation agreement, each as discussed in the Information Statement, the Company determined that the recent Cyber Incident investigation developments were not expected to have a material financial effect on the Company and therefore do not necessitate disclosure as a subsequent event in the notes to the Company's financial statements.

* * * *

Division of Corporation Finance

May 26, 2021

Page 5

We and the Company appreciate the Staff’s attention to the review of the Form 10. Please do not hesitate to contact me at (512) 457-7044 if you have any questions regarding this letter or the Form 10.

Very truly yours,

DLA Piper LLP (US)

/s/ Brent L. Bernell

Brent L. Bernell

Partner

DLA Piper LLP (US)

cc: Jason Bliss (SolarWinds Corporation)

 John Pagliuca (SolarWinds Corporation)

 Tim O’Brien (SolarWinds Corporation)

 John J. Gilluly III (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

United States securities and exchange commission logo
April 16, 2021
John Pagliuca
Chief Executive Officer
N-able, LLC
7171 Southwest Parkway
Building 400
Austin, Texas 78735
Re:N-able, LLC
Amendment No. 2 to Form 10
Filed April 14, 2021
File No. 001-40297
Dear Mr. Pagliuca:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  References to prior comments are to those in our
letter dated April 12, 2021.
Form 10-12B/A filed April 14, 2021
Risk Factors
The Cyber Incident has had and may continue to have an adverse effect on our business..., page
39
1.We note your response to prior comment 1.  If your investigation of the Cyber Incident
has revealed an earlier date for when the bad actors involved first gained access to your
systems, you should disclose that date.

 FirstName LastNameJohn Pagliuca
 Comapany NameN-able, LLC
 April 16, 2021 Page 2
 FirstName LastName
John Pagliuca
N-able, LLC
April 16, 2021
Page 2
Notes to Unaudited Pro Forma Combined Financial Statements
Note 3: Autonomous Entity Adjustments, page 72
2.We note from your disclosures on page 86 that for the year ended December 31, 2020,
none of the $3.5 million of pre-tax expenses incurred by SolarWinds related to the Cyber
Incident were allocated to the N-able business. We further note that in response to the
Cyber Incident and in connection with the separation, you are working to further enhance
security, monitoring and authentication of your solutions and expect to incur additional
expense related to these efforts in future periods.  Please explain why you did not include
any adjustments in your pro forma financial statements for the estimated costs of
the investigation or other costs you expect to incur in connection with the Cyber Incident.
This would appear to be an "Autonomous Entity Adjustment".  Describe the status of your
investigation as it relates to N-able and the nature of the remaining tasks to be performed.
Note 5: Management's adjustments, page 76
3.We note your placeholder for Management’s Adjustments.  The explanatory notes must
also include disclosure of the basis for and material limitations of each Management's
Adjustment, including any material assumptions or uncertainties of such adjustment, an
explanation of the method of the calculation of the adjustment, if material, and the
estimated time frame for achieving the synergies and dis-synergies of such adjustment.
Please note that we may have additional comments once this information is provided in a
future amendment.  We refer you to Article 11-02(a)(7) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
SolarWinds Cyber Incident, page 87
4.We note your response to prior 3.  Please revise to clarify your disclosures that state the
threat actors had access to, and you believe exfiltrated, your source code and other
confidential information from the shared SolarWinds environment.  In this respect,
describe in greater detail the scope and any potential impact of the exfiltrated source code
to your systems, solutions, MSP partners and customers.  Indicate the date you first
became aware that threat actors had access to, and you believe exfiltrated, your source
code. Tell us how you evaluated and assessed any contingent liabilities due to potential
damages to your customers. We refer you to ASC 450-20-55-14.
Disclose any remediation efforts for your exfiltrated source code and steps you have taken
or expect to take to support and protect your customers.  Indicate whether any of your
customers were notified of any impact to them and whether any indemnification clauses
have be activated.  Your revised disclosures should also describe the types of data or other
confidential information exfiltrated from the shared SolarWinds environment.  In addition,
tell us your consideration of disclosing your exfiltrated source code and other confidential
information from the shared SolarWinds environment as a subsequent event.  We refer
you to the guidance in ASC 855-10-50.

 FirstName LastNameJohn Pagliuca
 Comapany NameN-able, LLC
 April 16, 2021 Page 3
 FirstName LastName
John Pagliuca
N-able, LLC
April 16, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Morgan Youngwood, Senior 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
cc:       John Gilluly

CORRESP
1
filename1.htm

Document

  DLA Piper LLP (US)

401 Congress Avenue, Suite 2500

Austin, Texas  78701-3799

www.dlapiper.com

Brent L. Bernell

brent.bernell@us.dlapiper.com

T   512.457.7044

F   512.721.2214

April 14, 2021

Via Edgar

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Larry Spirgel, Office Chief

 Matthew Crispino, Staff Attorney

 Stephen Krikorian, Accounting Branch Chief

 Morgan Youngwood, Staff Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance Office of Technology

Washington, D.C. 20549

Re: N-able, LLC

 Amendment No. 1 to Form 10

 Filed April 6, 2021

 File No. 001-40297

Ladies and Gentlemen:

On behalf of N-able, Inc. (formerly N-able, LLC), a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated April 12, 2021 with respect to the Company’s Amendment No. 1 to the Registration Statement on Form 10 (the “Registration Statement”). This letter is being submitted together with the Company’s Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”), which has been revised to address various of the Staff’s comments. The italicized and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10. Page numbers used herein refer to the page numbers of Exhibit 99.1 (the “Information Statement”) to the Form 10.

Division of Corporation Finance

April 14, 2021

Page 2

Risk Factors

The Cyber Incident has had and may continue to have an adverse effect on our business..., page 39

1.To better illustrate the magnitude of the risk of the Cyber incident, please disclose the date that you believe the Cyber intrusion first began.

Response:  The Company respectfully advises the Staff that the Company has revised its disclosures on pages 39 and 86 of the Information Statement to better illustrate the magnitude of the risk.  The investigations into the Cyber Incident to date have revealed that the threat actors gained unauthorized access to SolarWinds’ environment and conducted reconnaissance prior to the trial conducted on its Orion Software Platform build in October 2019. Investigations with respect to the Cyber Incident remain ongoing and, to date, SolarWinds’ has not yet determined definitively the exact date on which the threat actors first gained unauthorized access to its environments and began conducting reconnaissance within the environment.

Our restated charter will designate the Court of Chancery..., page 54

2.Regarding the provision that a federal court must be the exclusive forum for actions under the Securities Act, please state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:  The Company respectfully advises the Staff that the Company has revised the risk factor disclosure on page 54 of the Information Statement.

Management's Discussion and Analysis of Financial Condition and Results of Operations

SolarWinds Cyber Incident, page 84

3.You state that based on investigations to date, you have not identified Sunburst in any of our N-able solutions. In a risk factor on page 39, however, you also state that the threat actor had access to, and may have exfiltrated source code and other confidential information across, SolarWinds’ environment, of which you are a part. Please include that information in this section and qualify your disclosure to make clear that your investigations into the possibility of cyber-intrusions still continues. In addition, please clarify whether you have identified any exfiltrated files in any of your N-able solutions.

Response:  The Company respectfully advises the Staff that the Company has revised its disclosures on pages 39 and 86 of the Information Statement.

Division of Corporation Finance

April 14, 2021

Page 3

Management

Board of Directors, page 127

4.Please revise to briefly discuss, for each director, the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for your company, in light of your business and structure. Refer to Item 401(e)(1) of Regulation S-K.

Response:  The Company respectfully advises the Staff that the Company has revised its disclosures on pages 128-130 of the Information Statement.

Unaudited Pro Forma Combined Financial Statements

Notes to Unaudited Pro Forma Combined Financial Statements, page 71

5.We note that you expect to incur incremental material costs related to the separation, which are currently not estimable and therefore are not included in the pro forma adjustments. Please clarify the nature of these material costs related to the separation and explain why they are not currently estimable.

Response:  The Company respectfully advises the Staff that the Company has revised its disclosure on pages 72-73 of the Information Statement.

6.We note from your disclosures on page 149 that you will enter into a Software Cross License Agreement and Software OEM Agreements. Please explain how you considered these agreements in your pro forma financial statements.

Response:  The Company respectfully advises the Staff that the Company has revised its disclosure on pages 73-74 of the Information Statement.

* * * *

Division of Corporation Finance

April 14, 2021

Page 4

We and the Company appreciate the Staff’s attention to the review of the Form 10. Please do not hesitate to contact me at (512) 457-7044 if you have any questions regarding this letter or the Form 10.

Very truly yours,

DLA Piper LLP (US)

/s/ Brent L. Bernell

Brent L. Bernell

Partner

DLA Piper LLP (US)

cc: Jason Bliss (SolarWinds Corporation)

 John Pagliuca (SolarWinds Corporation)

 Tim O’Brien (SolarWinds Corporation)

 John J. Gilluly III (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

United States securities and exchange commission logo
April 12, 2021
John Pagliuca
Chief Executive Officer
N-able, LLC
7171 Southwest Parkway
Building 400
Austin, Texas 78735
Re:N-able, LLC
Amendment No. 1 to Form 10
Filed April 6, 2021
File No. 001-40297
Dear Mr. Pagliuca:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10
Risk Factors
The Cyber Incident has had and may continue to have an adverse effect on our business..., page
39
1.To better illustrate the magnitude of the risk of the Cyber incident, please disclose the date
that you believe the Cyber intrusion first began.
Our restated charter will designate the Court of Chancery..., page 54
2.Regarding the provision that a federal court must be the exclusive forum for actions under
the Securities Act, please state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.

 FirstName LastNameJohn Pagliuca
 Comapany NameN-able, LLC
 April 12, 2021 Page 2
 FirstName LastNameJohn Pagliuca
N-able, LLC
April 12, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
SolarWinds Cyber Incident, page 84
3.You state that based on investigations to date, you have not identified Sunburst in any of
our N-able solutions.  In a risk factor on page 39, however, you also state that the threat
actor had access to, and may have exfiltrated source code and other confidential
information across, SolarWinds’ environment, of which you are a part.  Please include
that information in this section and qualify your disclosure to make clear that your
investigations into the possibility of cyber-intrusions still continues.  In addition, please
clarify whether you have identified any exfiltrated files in any of your N-able solutions.
Management
Board of Directors, page 127
4.Please revise to briefly discuss, for each director, the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e)(1) of
Regulation S-K.
Unaudited Pro Forma Combined Financial Statements
Notes to Unaudited Pro Forma Combined Financial Statements, page 71
5.We note that you expect to incur incremental material costs related to the separation,
which are currently not estimable and therefore are not included in the pro forma
adjustments.  Please clarify the nature of these material costs related to the separation and
explain why they are not currently estimable.
6.We note from your disclosures on page 149 that you will enter into a Software Cross
License Agreement and Software OEM Agreements.  Please explain how you considered
these agreements in your pro forma financial statements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJohn Pagliuca
 Comapany NameN-able, LLC
 April 12, 2021 Page 3
 FirstName LastName
John Pagliuca
N-able, LLC
April 12, 2021
Page 3
            You may contact Morgan Youngwood, Senior 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
cc:       John Gilluly

CORRESP
1
filename1.htm

Document

  DLA Piper LLP (US)

401 Congress Avenue, Suite 2500

Austin, Texas  78701-3799

www.dlapiper.com

Brent L. Bernell

brent.bernell@us.dlapiper.com

T   512.457.7044

F   512.721.2214

March 26, 2021

Via Edgar

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Larry Spirgel, Office Chief

 Matthew Crispino, Staff Attorney

 Stephen Krikorian, Accounting Branch Chief

 Morgan Youngwood, Staff Accountant

 United States Securities and Exchange Commission

Division of Corporation Finance Office of Technology

Washington, D.C. 20549

Re: SWI Spinco, LLC

 Amendment No. 1 to Draft Registration Statement on Form 10

 Submitted March 2, 2021

 CIK No. 0001834488

Ladies and Gentlemen:

On behalf of N-able, LLC (formerly SWI Spinco, LLC), a Delaware limited liability company (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated March 19, 2021 with respect to the Company’s Amendment No. 1 to the Draft Registration Statement on Form 10 (the “Draft Registration Statement”). This letter is being submitted together with the Company’s Registration Statement on Form 10 (the “Form 10”), which has been revised to address various of the Staff’s comments. The italicized and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10. Page numbers used herein refer to the page numbers of Exhibit 99.1 (the “Information Statement”) to the Form 10.

Division of Corporation Finance

March 26, 2021

Page 2

Questions and Answers About the Separation and Distribution

Is the separation and distribution anticipated to be tax free to existing shareholders?, page 16

1.We note your response to prior comment no. 3. Because you may waive the condition of receiving a tax opinion and proceed with the separation and distribution even if it is taxable to existing shareholders, you should change your answer to the question to "maybe" accompanied by an explanation of the uncertainty.

Response:  In response to the Staff’s comment, the Company has revised the Q&A on page 17 of the Information Statement.

Management's Discussion And Analysis Of Financial Condition And Results Of Operations

SolarWinds Cyber Incident, page 78

2.We note your disclosure that the Cyber Incident has caused reputational harm to SolarWinds and also had an adverse impact on your reputation, new subscription sales and retention rates, although the extent of such impact was not significant in your financial results during 2020. Please clarify whether you or SolarWinds experienced a significant change in new sales and retentions during the month of December and the first few months of the year ending 2021. Indicate whether there was a significant change in the sale of new subscriptions and whether that occurrence may not be felt if the sale cycle is long and those subscriptions were already committed. Additionally, address whether there are any changes in renewal habits including a scaling down of use of the products. Please expand this section to discuss any known material trends, events or uncertainties that have had or are reasonably expected to have a material impact on your liquidity or revenues or income from continuing operations.

Response:  In response to the Staff’s comment, the Company has revised its disclosures on pages 84-85 of the Information Statement to provide additional clarification regarding the impact of the Cyber Incident on the Company’s business operations. The Company respectfully advises the Staff that, while investigations are on-going, the Company believes that its disclosure, as supplemented, reflects its current understanding and assessment of material trends, events or uncertainties that have had or are reasonably expected to have a material impact on the Company’s liquidity or revenues or income from continuing operations.

3.Please consider adding disclosure to address the diversity of your customer base. For example, indicate whether your customers are in distinct industries such as health care and finance. Indicate whether any segment of your customer bases will have a greater risk to you of acquiring new and retaining customers due to the Cyber Incident.

Division of Corporation Finance

March 26, 2021

Page 3

Response:  In response to the Staff’s comment, the Company respectively advises the Staff that, as disclosed on page 121 of the Information Statement, the Company has a wide range of MSP partners in terms of operational scale, employee count and geographies. In addition, the Company believes the Company’s MSP partners service end customers that operate in a wide range of industries, including financial services, healthcare, professional services, education and manufacturing, among others. The Company has obtained this information primarily from conversations with its MSP partners. However, the Company does not actively track the specific industries in which its MSP partners’ end customers operate. The Company currently does not believe that the Cyber Incident creates any materially greater risk to it with respect to acquiring or retaining MSP partners that service customers focusing in any specific industries.

Notes to Combined Financial Statements

Revenue Recognition, page F-15

4.Please tell us your consideration of disaggregating your revenue by contract type and sales channel. We refer you to ASC 606-10-55-91(d) and 91(e). For example, consider separately disclosing revenue earned from your SaaS arrangements and your term contracts. Please tell us the amount of revenue recognized from term maintenance support agreements. If material revenue is recognized from your term contracts, consider separately discussing and analyzing the underlying trends within your MD&A discussions.

Response:  The Company respectfully acknowledges the Staff’s comment and notes that pursuant to ASC 606-10-50-5, it considered the appropriate level of disaggregation depicting the nature, amount, timing and uncertainty of revenue and cash flows that are affected by economic factors. The Company reviewed the revenue disaggregation by contract type and determined that its SaaS arrangements and subscription-based term contracts both have revenue that is primarily recognized over time and invoiced on a monthly basis. Subscription-based term license arrangements are invoiced on a monthly or annual basis. However, the revenue from annual subscription-based term license arrangements represent less than 2% of total revenue. The Company also considered revenue disaggregation by distributors and noted that there are no differences in the timing of revenue from its direct sales force and no significant economic differences in the contracts. The Company considered alternative categories to disaggregate its revenue, including the examples in ASC 606-10-55-91, and believes such other categories are less meaningful to its business and users of its financial statements. After consideration of the foregoing, the Company believes that further disaggregation is not warranted at this time.

Further, the Company advises the Staff that its revenue related to the technical support and unspecified software upgrades for the Company's subscription-based license arrangements is recognized ratably over the agreement period and was less than 6% of total revenue during the periods presented.

Division of Corporation Finance

March 26, 2021

Page 4

5.You disclose that you determine stand-alone selling prices ("SSP") for your performance obligations based on multiple factors primarily including historical selling prices and discounting practices for products and services. Please clarify how historical selling prices factor into determining SSP when you primary sell subscription arrangements and term contracts. In those cases there typically is no stand-alone selling prices.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page F-15 of the Information Statement to clarify that the use of stand-alone selling prices to allocate the transaction price is only applicable to its contracts that contain multiple performance obligations. The Company's subscription-based term license arrangements which have an annual term require an allocation of the transaction price to the subscription-based term license and the associated maintenance. For these arrangements, which represent less than 2% amount of its revenue, the Company determines its best estimate of stand-alone selling price for each performance obligation by observing historical prices and discounting practices for similar products. The Company recognizes subscription-based term license revenue upon the transfer of the license and the associated maintenance revenue over the contract period. Subscriptions to the Company's SaaS solutions and its subscription-based term licenses and associated maintenance invoiced on a monthly basis have the same pattern of transfer to the customer and are therefore accounted for as a single distinct performance obligation and no allocation of the transaction price is required.

6.You disclose that subscription revenue for your SaaS solutions is generally recognized ratably over the subscription term once the service is made available to the MSP partner. Please clarify whether your customers have the right to take possession of your software licenses. We refer you to ASC 606-10-55-54(a) and 985-20-15-5.

Response:  In response to the Staff’s comment, the Company has revised the disclosure on page F-16 of the Information Statement to clarify that its MSP partners do not have the right to take possession of the software for the Company's SaaS solutions.

* * * *

Division of Corporation Finance

March 26, 2021

Page 5

We and the Company appreciate the Staff’s attention to the review of the Form 10. Please do not hesitate to contact me at (512) 457-7044 if you have any questions regarding this letter or the Form 10.

Very truly yours,

DLA Piper LLP (US)

/s/ Brent L. Bernell

Brent L. Bernell

Partner

DLA Piper LLP (US)

Enclosures

cc: Jason Bliss (SolarWinds Corporation)

 John Pagliuca (SolarWinds Corporation)

 Tim O’Brien (SolarWinds Corporation)

 John J. Gilluly III (DLA Piper LLP (US))

 Drew M. Valentine (DLA Piper LLP (US))

United States securities and exchange commission logo
March 19, 2021
Jason Bliss
General Counsel
SolarWinds Corporation
7171 Southwest Parkway
Building 400
Austin, Texas 78735
Re:SWI Spinco, LLC
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted March 2, 2021
CIK No. 0001834488
Dear Mr. Bliss:
            We have reviewed your amended draft registration statement 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 your 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.  References to prior comments are to those in our letter dated December 31, 2020.
Draft Registration Statement on Form 10
Questions and Answers About the Separation and Distribution
Is the separation and distribution anticipated to be tax free to existing shareholders?, page 16
1.We note your response to prior comment no. 3.  Because you may waive the condition of
receiving a tax opinion and proceed with the separation and distribution even if it is
taxable to existing shareholders, you should change your answer to the question to
"maybe" accompanied by an explanation of the uncertainty.

 FirstName LastNameJason Bliss
 Comapany NameSolarWinds Corporation
 March 19, 2021 Page 2
 FirstName LastName
Jason Bliss
SolarWinds Corporation
March 19, 2021
Page 2
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
SolarWinds Cyber Incident, page 78
2.We note your disclosure that the Cyber Incident has caused reputational harm to
SolarWinds and also had an adverse impact on your reputation, new subscription sales and
retention rates, although the extent of such impact was not significant in your financial
results during 2020.  Please clarify whether you or SolarWinds experienced a significant
change in new sales and retentions during the month of December and the first few
months of the year ending 2021.  Indicate whether there was a significant change in the
sale of new subscriptions and whether that occurrence may not be felt if the sale cycle is
long and those subscriptions were already committed.  Additionally, address whether there
are any changes in renewal habits including a scaling down of use of the products.  Please
expand this section to discuss any known material trends, events or uncertainties that have
had or are reasonably expected to have a material impact on your liquidity or revenues or
income from continuing operations.
3.Please consider adding disclosure to address the diversity of your customer base.  For
example, indicate whether your customers are in distinct industries such as health care and
finance.  Indicate whether any segment of your customer bases will have a greater risk to
you of acquiring new and retaining customers due to the Cyber Incident.
Notes to Combined Financial Statements
Revenue Recognition, page F-15
4.Please tell us your consideration of disaggregating your revenue by contract type and sales
channel.  We refer you to ASC 606-10-55-91(d) and 91(e).  For example, consider
separately disclosing revenue earned from your SaaS arrangements and your term
contracts.  Please tell us the amount of revenue recognized from term maintenance support
agreements.  If material revenue is recognized from your term contracts, consider
separately discussing and analyzing the underlying trends within your MD&A
discussions.
5.You disclose that you determine stand-alone selling prices ("SSP") for your performance
obligations based on multiple factors primarily including historical selling prices and
discounting practices for products and services.  Please clarify how historical selling
prices factor into determining SSP when you primary sell subscription arrangements and
term contracts.  In those cases there typically is no stand-alone selling prices.
6.You disclose that subscription revenue for your SaaS solutions is generally recognized
ratably over the subscription term once the service is made available to the MSP partner.
Please clarify whether your customers have the right to take possession of your software
licenses.  We refer you to ASC 606-10-55-54(a) and 985-20-15-5.
            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

 FirstName LastNameJason Bliss
 Comapany NameSolarWinds Corporation
 March 19, 2021 Page 3
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Jason Bliss
SolarWinds Corporation
March 19, 2021
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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

United States securities and exchange commission logo
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.

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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

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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
the proposed disclosures that you plan to include regarding the possible loss contingency
associated with this recent event.  We refer you to the guidance in ASC 450-12-50 and
SAB Topic 5Y.

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SolarWinds Corporation
December 31, 2020
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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