KORE Group Holdings Announces Merger; Shareholders Cashed Out at $9.25

What Happened

• KORE Group Holdings, Inc. filed an 8-K on July 21, 2026 announcing the closing of the previously disclosed merger. At the Effective Time (July 21, 2026), each outstanding common share (except certain exclusions) was cancelled and converted into the right to receive $9.25 per share in cash. The company became a wholly owned subsidiary of an affiliate of Searchlight.
• The company notified the NYSE to suspend trading and requested removal of its common stock from listing (Form 25) and intends to file Form 15 to terminate registration and suspend periodic reporting. A press release announcing the closing was attached as Exhibit 99.1.

Key Details

• Merger consideration: $9.25 cash per share to holders of KORE common stock at the Effective Time.
• Stockholder approval: Special Meeting on July 16, 2026 — quorum present (12,648,846 shares, ~71.77%); the merger and related proposals were approved (Merger Agreement: For 12,455,012; Against 179,815; Abstain 24,019).
• New financing: KORE Wireless Group Inc. entered a Credit Agreement on July 21, 2026 providing a $300 million term loan and a $25 million revolver, each maturing six years from the date of the agreement; obligations are secured by certain subsidiaries.
• Debt cleanup and plan changes: On July 21, 2026 KORE Wireless repaid and terminated its prior Credit Agreement, repurchased all outstanding 5.50% Exchangeable Senior Notes due 2028 and satisfied the related indenture; the Company’s 2021 Long-Term Stock Incentive Plan was terminated at the Effective Time.
• Equity awards: Outstanding RSUs and long‑term cash awards were converted into cash-based awards tied to the $9.25 Merger Consideration and generally retain original vesting terms and double‑trigger protection.

Why It Matters

• For shareholders: Public common shares were cashed out at $9.25/share, and trading and SEC registration will be ended — shareholders will lose public trading liquidity and ongoing public disclosures. Certain holders who properly exercised appraisal rights are excluded from the cash conversion.
• For creditors and company financing: The transaction replaces prior credit and exchangeable note obligations with a new $300M term loan and $25M revolver, changing the company’s capital structure and where future credit risk rests.
• For employees with equity awards: RSUs and eligible cash awards remain payable in cash with vesting protections preserved, so vested or qualifying awards still have value post‑merger.

Keywords: merger, cash‑out, $9.25 per share, delisting, Credit Agreement, term loan, repurchase of notes, board change, RSU conversion.