KORE Group Holdings (NYSE: KORE) taken private in Searchlight, Abry deal
Rhea-AI Filing Summary
KORE Group Holdings, Inc. completed its merger with KONA Parent L.P., affiliates of Searchlight Capital Partners and Abry Partners on July 21, 2026, becoming a wholly owned private subsidiary. Each share of common stock was converted into the right to receive the merger consideration, and NYSE listing will be withdrawn, with plans to terminate SEC registration via Form 15.
In connection with closing, KORE repaid and terminated its prior credit facilities and repurchased all outstanding 5.50% Exchangeable Senior Notes due 2028, discharging the related indenture, and terminated its 2021 Long-Term Stock Incentive Plan. KORE then entered a new secured Credit Agreement providing a $300 million term loan and a $25 million revolving facility. Stockholders approved the merger at a July 16, 2026 special meeting with strong support under both required vote thresholds.
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Filing Explained
The transaction moved rollover and warrant-related shares into Parent; SEC registration termination remained planned rather than reported as completed.
At the effective time of the completed merger, the rollover stockholders transferred their specified KORE common shares to Parent in exchange for Class A partnership interests, moving those shares into the private ownership structure rather than leaving them as public-company common stock.
On
The pre-merger directors resigned at closing, Merger Sub’s directors became the surviving corporation’s directors, and KORE’s officers continued; the certificate of incorporation and bylaws were also amended and restated.
Although the press-release exhibit says the common stock would cease trading and be delisted, the filing reports that NYSE suspension and Form 25 steps were requested, while Form 15 and post-effective registration amendments were only intended; SEC registration termination is therefore not reported as completed.
8-K Event Classification
12 items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 7.01, 9.01
12 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Term loan facility: $300 million
Revolving credit facility: $25 million
Shares outstanding: 17,622,180 shares
+3 more
6 metrics
Term loan facility
$300 million
Aggregate principal amount of new secured term loan under Credit Agreement dated July 21, 2026
Revolving credit facility
$25 million
Borrowing availability under new revolving loan facility maturing six years after July 21, 2026
Shares outstanding
17,622,180 shares
KORE common stock outstanding as of June 11, 2026, the record date for the special meeting
Shares present at special meeting
12,648,846 shares
Shares present or represented by proxy at the July 16, 2026 special meeting, about 71.77% of outstanding
Merger proposal votes for (Threshold 1)
12,455,012 votes
Votes in favor of the Merger Agreement Proposal under Threshold 1 at the special meeting
Advisory compensation proposal votes for
11,703,375 votes
Votes in favor of the advisory compensation proposal at the July 16, 2026 special meeting
Key Terms
Agreement and Plan of Merger, Rollover, Voting and Support Agreement, 5.50% Exchangeable Senior Notes due 2028, Credit Agreement, +2 more
6 terms
Agreement and Plan of Merger regulatory
"completed the transactions contemplated by the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Rollover, Voting and Support Agreement regulatory
"Pursuant to the Rollover, Voting and Support Agreement, dated as of February 26, 2026"
5.50% Exchangeable Senior Notes due 2028 financial
"repurchased all of the outstanding 5.50% Exchangeable Senior Notes due 2028"
Credit Agreement financial
"entered into the Credit Agreement by and among KORE Wireless Group Inc."
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
Form 25 regulatory
"requested that NYSE file with the SEC a notification on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 Certification and Notice of Termination of Registration regulatory
"intends to file a certification on Form 15 Certification and Notice of Termination"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What change in ownership and listing status did KORE (KORE) report?
KORE became a wholly owned private subsidiary of an affiliate of Searchlight Capital Partners and Abry Partners on July 21, 2026. Its common stock will be delisted from the NYSE, and the company plans to terminate SEC registration and suspend periodic reporting obligations.
How did KORE (KORE) stockholders approve the merger with Searchlight and Abry?
At the July 16, 2026 special meeting, holders of 12,648,846 shares, about 71.77% of outstanding stock, were present or represented. The Merger Agreement Proposal received 12,455,012 votes for under Threshold 1 and 4,838,896 for under the disinterested stockholder Threshold 2.
What new debt facilities did KORE (KORE) enter into after going private?
KORE Wireless Group Inc. entered a new secured Credit Agreement with a term loan facility of $300 million and a revolving credit facility providing $25 million in borrowing availability. Both facilities mature on the sixth anniversary of July 21, 2026 and are secured on a first-priority basis.
What existing KORE (KORE) debt and incentive plans were affected by the merger?
On July 21, 2026, KORE Wireless Group Inc. repaid all loans and terminated commitments under its prior Credit Agreement and repurchased all outstanding 5.50% Exchangeable Senior Notes due 2028, discharging the related indenture. At the Effective Time, KORE also terminated its 2021 Long-Term Stock Incentive Plan.
What governance and charter changes occurred at KORE (KORE) after the merger?
Immediately before the Effective Time, all KORE directors resigned without disagreements, and Merger Sub directors became directors of the surviving corporation while existing officers stayed in place. The certificate of incorporation and bylaws were amended and restated in full as specified in the Merger Agreement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2026
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On July 21, 2026, KORE Group Holdings, Inc., a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan
of Merger, dated as of February 26, 2026 (the “Merger Agreement”), by and among the Company, KONA Parent L.P., a Delaware limited partnership (“Parent”) affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P.
(“Searchlight”) and Abry Partners, LLC and/or Abry Partners II, LLC, and KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). In accordance with the Merger Agreement, Merger Sub merged with and into
the Company, with the Company surviving the merger as a wholly-owned subsidiary of an affiliate of Parent (the “Surviving Corporation” and such merger, the “Merger”).
On July 17, 2026, Searchlight IV KOR, L.P. (“Searchlight IV KOR”) exercised all of the warrants issued by the Company to Searchlight IV KOR , on
November 15, 2023 and December 13, 2023 (the “Penny Warrants”). Searchlight IV KOR contributed all of the shares underlying the Penny Warrants to Parent immediately prior to the effective time of the Merger (the “Effective Time”).
Pursuant to (i) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the Company, Parent and Searchlight IV KOR,
(ii) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the Company, Parent, and ABRY Partners VII, L.P., (iii) the Rollover, Voting and Support Agreement, dated as of February 26, 2026, by and among the
Company, Parent, and ABRY Partners VII Co-Investment Fund, L.P., (iv) the Rollover, Voting and Support Agreement, dated as of March 17, 2026, by and among the Company, Parent and Dotmar Investments Limited, (v) the Rollover, Voting and Support
Agreement, dated as of March 17, 2026, by and among the Company, Parent and Richard Burston, and (vi) the Rollover, Voting and Support Agreement, dated as of March 17, 2026, by and among the Company, Parent and Terrdian Holdings Inc. (the “Rollover
Agreements”), immediately prior to the Effective Time, Searchlight IV KOR, L.P., ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc. (collectively, the
“Rollover Stockholders”) transferred, contributed and delivered to Parent the shares of the Company’s common stock (the “Company Common Stock”), subject to the Rollover Agreements in exchange for Class A partnership interests of Parent.
| Item 1.01. |
Entry into a Material Definitive Agreement.
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The information set forth in the Introductory Note of this Current Report is incorporated by reference herein.
The information set forth in Item 2.03 of this Current Report is incorporated by reference herein.
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Termination of Material Definitive Agreements.
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At the Effective Time, the Company terminated the Company’s 2021 Long-Term Stock Incentive Plan, as amended or restated.
On July 21, 2026, KORE Wireless Group Inc. repaid all loans and terminated all credit commitments outstanding under that certain Credit Agreement,
dated as of November 9, 2023, by and among KORE Wireless Group Inc., the Company, King LLC Merger Sub, LLC (as successor to Maple Intermediate Holdings Inc.), WhiteHorse Capital Management, LLC., and the lenders party thereto.
In addition, on July 21, 2026, KORE Wireless Group Inc. repurchased all of the outstanding 5.50% Exchangeable Senior Notes due 2028 (the “Notes”)
issued under that certain Amended and Restated Indenture (the “Indenture”), dated as of November 15, 2021, by and among KORE Wireless Group Inc., the Company, and Wilmington Trust, National Association, and satisfied and discharged the Indenture,
the Notes and any related guarantees.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this Current Report is incorporated by reference
herein.
Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger:
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Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Parent or Merger Sub, including shares contributed to Parent pursuant to the Rollover Agreements that are
being entered into in connection with the Merger, (ii) shares held by the Company as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically
cancelled and converted into the right to receive an amount in cash equal to $9.25 per share, without interest and subject to any applicable withholding taxes (the “Merger Consideration”).
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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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Each restricted stock unit (“RSU”) outstanding immediately prior to the Effective Time was automatically converted into the 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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Long-term cash awards that were subject to performance-based vesting conditions and were outstanding immediately prior to the Effective Time (“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 Cash Awards immediately prior to the Effective Time, subject to the same terms
and conditions that applied to such Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions.
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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 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 Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection) and
payment-timing provisions.
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Following the Merger, each share of Series A-1 Preferred Stock, all of which are shares held by Searchlight IV KOR, remained outstanding in
accordance with the terms of the Series A-1 Certificate of Designations and represented shares of Series A-1 Preferred Stock of the Surviving Corporation on such terms.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 27, 2026 and is incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On July 21, 2026, KORE Wireless Group Inc. entered into the Credit Agreement (the “Credit Agreement”), by and among KORE Wireless Group Inc., as
borrower, King LLC Merger Sub, LLC, (“Holdings”), the lenders party thereto from time to time, and WhiteHorse Capital Origination, LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such
capacity, the “Collateral Agent”), governing (a) KORE Wireless Group Inc.’s term loan facility in an aggregate principal amount of $300 million and (b) KORE Wireless Group Inc’s revolving loan facility that provides aggregate borrowing availability
of $25 million, each maturing on the sixth anniversary of the date thereof. The obligations under the Credit Agreement are secured on a first-priority basis on the assets of certain subsidiaries of the Company (subject to certain exclusions and
exceptions). The Credit Agreement includes representations and warranties, covenants, events of default, and other provisions that are customary for facilities of this type.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth in the Introductory Note and in Items 2.01 and 3.03 of this Current Report is incorporated by reference herein.
Prior to the opening of trading on July 21, 2026, the Company notified the New York Stock Exchange (“NYSE”) that the Merger had been completed and
requested that NYSE suspend trading of Company Common Stock on NYSE prior to the opening of trading on July 21, 2026. The Company also requested that NYSE file with the SEC a notification of removal from listing and registration on Form 25 to
effect the delisting of all shares of Company Common Stock from NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the shares of Company Common Stock
will no longer be listed on NYSE.
In addition the Company intends to file a certification on Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the
Exchange Act with the SEC requesting the termination of registration of all shares of Company Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of
Company Common Stock, and post-effective amendments to its registration statements on Form S-8, Form S-3 and Form S-1, terminating the registration of the Company Common Stock underlying such registration statements.
| Item 3.03. |
Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note and in Items 1.02, 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated by reference
herein.
As a result of the Merger, each share of Company Common Stock that was issued and outstanding as of immediately prior to the Effective Time (except as
described in Item 2.01 of this Current Report) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of shares of Company Common Stock ceased to have any rights as
shareholders of the Company, other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement.
| Item 5.01. |
Changes in Control of Registrant.
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The information provided in the Introduction and Items 2.01 and 5.02 of this Current Report is incorporated by reference herein.
As a result of the completion of the Merger, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of an
affiliate of Searchlight.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth in the Introductory Note and in Items 1.02 and 2.01 of this Current Report is incorporated by reference herein.
Immediately prior to the Effective Time, in connection with the consummation of the Merger, each member of the Company’s board of directors resigned
from and ceased serving on the Company’s board of directors and any and all committees thereof. No director resigned as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The
members of the Company’s board of directors immediately prior to the Effective Time were Ronald Totton, Timothy M. Donahue, Cheemin Bo-Linn, H. Paulett Eberhart, Andrew Frey, David Fuller, James Giesler, Jay M. Grossman, Robert P. MacInnis, and
Michael K. Palmer.
At the Effective Time, pursuant to the terms of the Merger Agreement, (a) the directors of Merger Sub immediately prior to the Effective Time continued
as the directors of the Surviving Corporation; and (b) the officers of the Company immediately prior to the Effective Time continued as the officers of the Surviving Corporation.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information contained in the Introductory Note and in Item 2.01 of this Current Report is incorporated by reference herein.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation as in effect immediately prior to the
Effective Time was amended and restated in its entirety to read as set forth in Exhibit B to the Merger Agreement (the “Charter”). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Pursuant to the
terms of the Merger Agreement, at the Effective Time, the Company’s bylaws were amended and restated in their entirety to read as the bylaws of Merger Sub read immediately prior to the Effective Time, except that references to Merger Sub’s name
were replaced with references to the name of the Company (the “Bylaws”). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference herein.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On July 16, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger
Agreement.
As of June 11, 2026, the record date for the Special Meeting, there were 17,622,180 shares of Company Common Stock outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. A total of 12,648,846 shares of Company Common Stock, representing approximately 71.77% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or
represented by proxy at the Special Meeting, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
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1.
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A proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);
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A proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger
(the “Advisory Compensation Proposal”); and
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A proposal to approve any adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes in favor of the Merger Agreement Proposal at the time of the Special
Meeting (the “Adjournment Proposal”).
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Each proposal is described in detail in the Company’s definitive proxy statement filed with the SEC on June 12, 2026 and first mailed to the Company’s
stockholders on June 12, 2026.
Each of the three proposals was approved by the requisite vote of the Company’s stockholders. In addition to receiving the approval of the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Agreement Proposal at the Special Meeting in accordance with the Delaware General Corporation Law (“Threshold 1”), the Merger Agreement Proposal was approved
by the holders of a majority of votes cast by the Disinterested Stockholders (as defined in the Merger Agreement) at the Special Meeting (“Threshold 2”).
The final voting results for each proposal are described below.
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Merger Agreement Proposal:
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Threshold 1
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For
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Against
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Abstain
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12,455,012
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179,815
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24,019
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Threshold 2
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For
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Against
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Abstain
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4,838,896
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179,815
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24,019
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(2) The Advisory Compensation Proposal:
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For
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Against
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Abstain
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11,703,375
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191,740
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753,731
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(3) The Adjournment Proposal:
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For
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Against
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Abstain
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12,404,593
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211,525
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32,728
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Because the Merger Agreement Proposal was approved by the requisite vote, no adjournment to solicit additional proxies was necessary.
| Item 7.01. |
Regulation FD Disclosure.
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On July 21, 2026, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of February 26, 2026, by and among KORE Group Holdings, Inc., KONA Parent L.P. and KONA Merger Sub Co. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 27, 2026 and incorporated by reference herein).
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3.1
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Amended and Restated Certificate of Incorporation of KORE Group Holdings, Inc.
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3.2
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Amended and Restated Bylaws of KORE Group Holdings, Inc.
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99.1
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Press Release, dated as of July 21, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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KORE GROUP HOLDINGS, INC.
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| Date: July 21, 2026 |
By:
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/s/ Jack W. Kennedy Jr.
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Name: Jack W. Kennedy Jr.
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Title: Executive Vice President, Chief Legal Officer, and Secretary
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Exhibit 99.1
KORE Begins New Chapter as Private Company Backed by Searchlight
Capital Partners and Abry Partners
Transaction provides KORE with greater flexibility and long-term investment to accelerate innovation, expand its capabilities and help customers deploy, manage and
scale IoT globally
ATLANTA, July 21, 2026 – KORE Group Holdings, Inc. (“KORE” or the “Company”), a
global provider of Internet of Things (“IoT”) connectivity, solutions and analytics, today announced the successful completion of its acquisition by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and Abry Partners (“Abry”).
Record holders of KORE’s common stock should refer to the letter of transmittal and related instructions distributed by the Company’s paying agent for more information
regarding exchanging shares of their common stock for the per share merger consideration. For any questions, please contact the Company’s paying agent, Continental Stock Transfer & Trust Company, at 1-800-509-5586. No action is required for
shares held in “street name” to receive the merger consideration.
With the completion of the transaction, KORE common stock will cease trading prior to market open and will be delisted from the New York Stock Exchange.
The transaction begins a new chapter for KORE, bringing together nearly three decades of IoT leadership with the long-term investment and sector expertise of Searchlight
and Abry.
“KORE is perfectly positioned to seize this opportunity. Going private lets us move faster, think bigger, and invest more boldly in what matters most to
our customers,” said Ron Totton, President and Chief Executive Officer of KORE. “For nearly three decades, we’ve helped customers navigate the complexity of global IoT connectivity. With Searchlight and Abry as partners, we’re building an even
stronger company — for our customers, our partners, and our people.”
“For our customers and partners, the message is simple: the people, expertise, and relationships they count on aren’t changing. What’s changing is our
speed and our ability to invest in innovation, respond to our customers’ evolving needs and expand how we help organizations connect, manage, and scale IoT deployments worldwide,” continued Totton.
“I want to thank KORE’s public company board of directors for their years of service and commitment. As KORE enters its next chapter of growth, we are
excited to partner with Abry, Ron and the KORE team to support the Company’s long-term growth and commitment to its customers,” said Andrew Frey of Searchlight.
“The next phase of IoT will be defined by a significant increase in connected devices and global complexity,” said Rob MacInnis of Abry. “KORE
is built for this environment. Its international reach, experience and connectivity capabilities give the Company a strong platform to help customers simplify their IoT complexity and scale with confidence. Together with Searchlight, we
look forward to supporting KORE’s next chapter.”
Advisors
Rothschild & Co acted as financial advisor, and Richards, Layton & Finger, P.A. acted as legal advisor to the Special Committee of the Board of Directors of KORE.
Troutman Pepper Locke LLP served as legal advisor to KORE. Wachtell, Lipton, Rosen & Katz served as legal advisor to Searchlight. Kirkland & Ellis LLP acted as legal advisor to Abry. TD Cowen acted as financial advisor to Searchlight and
Abry.
About KORE
KORE is a global leader in IoT connectivity and managed services, helping organizations simplify the complexity of deploying, managing and scaling connected solutions.
Through its global carrier relationships, technology platform and deep operational expertise, KORE provides secure, reliable and scalable connectivity, managed services, location-based services and analytics to customers across industries and
geographies. KORE helps organizations connect and manage devices, navigate complex connectivity requirements and accelerate the deployment of IoT applications around the world. For
more information, please visit www.korewireless.com.
About Searchlight Capital Partners
Searchlight is a global private investment firm with $17 billion in assets under management and offices in London, New York, Miami and Toronto. Searchlight partners
with management teams to build market-leading businesses across its core sectors of telecommunications, media, business, industrial and financial services. Searchlight seeks to invest in businesses where its flexible approach and strategic
support accelerate value creation for all stakeholders, leveraging deep sector expertise and a global network to help portfolio companies realize their full potential. For more information, please visit www.searchlightcap.com.
About Abry Partners
Abry Partners is one of the most experienced and successful sector-focused private equity investment firms in North America. Since its founding in 1989, the firm has
completed over $90 billion of leveraged transactions and other private equity or preferred equity placements. Currently, the firm manages $16 billion of assets across several fund strategies. More information about Abry Partners: www.abry.com.
KORE Investor Contact
Vik Vijayvergiya
Vice President, IR, Corporate Development and Strategy
vvijayvergiya@korewireless.com
(770) 280-0324