Riverbed Technology, Inc. and Project Homestake Merger Corp. Announce Pricing of $525 Million Senior Notes Offering
February 27 2015 - 4:05PM
Business Wire
Riverbed Technology, Inc. (“Riverbed” or the “Company”) and
Project Homestake Merger Corp. (the “Issuer”), controlled by
affiliates of Thoma Bravo, LLC (“Thoma Bravo”), today announced
that the Issuer has priced an offering of $525,000,000 in aggregate
principal amount of 8.875% senior notes due 2023 (the “Notes”). The
Notes were priced at 100% of par. The sale of the Notes is expected
to be completed on March 9, 2015, subject to customary closing
conditions.
The net proceeds from the offering of the Notes, together with
other financing sources, will be used to fund the acquisition (the
“Acquisition”) of Riverbed by affiliates of Thoma Bravo and
Teachers’ Private Capital, the private investor department of
Ontario Teachers’ Pension Plan (“OTPP”), and to pay certain related
fees, commissions and expenses. Riverbed will assume all of the
obligations of the Issuer under the Notes upon the consummation of
the Acquisition. If the sale of the Notes is not completed
concurrently with the closing of the Acquisition, then the proceeds
from the sale of the Notes will be placed into escrow until the
closing of the Acquisition.
The Notes will be offered to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to non-U.S. persons outside the
United States pursuant to Regulation S under the Securities
Act.
The Notes have not been and will not be registered under the
Securities Act or any state or other jurisdiction’s securities
laws. Accordingly, the Notes may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements under the Securities Act and any
applicable state or other jurisdiction’s securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Riverbed Technology, Inc.
Riverbed (NASDAQ:RVBD), at more than $1 billion in annual
revenue, is a leader in Application Performance Infrastructure,
delivering the most complete platform for the hybrid enterprise to
ensure applications perform as expected, data is always available
when needed, and performance issues can be proactively detected and
resolved before impacting business performance. Riverbed enables
hybrid enterprises to transform application performance into a
competitive advantage by maximizing employee productivity and
leveraging IT to create new forms of operational agility.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm building
on a 30+ year history of providing equity and strategic support to
experienced management teams and growing companies. The firm seeks
to create value by collaborating with company management to improve
business operations and provide capital to support growth
initiatives. Thoma Bravo invests with a particular focus on
application and infrastructure software and technology enabled
services. The firm currently manages a series of private equity
funds representing more than $7.5 billion of equity
commitments.
About Ontario Teachers’ Pension Plan
OTPP is Canada’s largest single-profession pension plan with
C$140.8 billion in net assets. It pays pensions and invests
plan assets on behalf of 307,000 working and retired teachers.
Established as an independent organization in 1990, it has built an
international reputation for innovation and leadership in
investment management and member services. Teachers’ employs more
than 1,000 employees at its head office in Toronto, Canada, and
investment offices in London, Hong Kong, and New York. Teachers’
Private Capital is the private equity arm of Teachers’, and
currently has $15 billion of invested capital.
Forward-Looking Statements
This press release contains not only historical information, but
also forward-looking statements made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements represent the Company’s and the
Issuer’s expectations or beliefs concerning future events,
including the expected timing, completion and effects of the
proposed offering of Notes, the escrow of the proceeds from the
proposed offering, the Acquisition and all other statements in this
release, other than historical facts. Without limiting the
foregoing, the words “believes,” “anticipates,” “plans,” “expects,”
“intends,” “forecasts,” “should,” “estimates,” “contemplate,”
“future,” “goal,” “potential,” “predict,” “project,” “projection,”
“may,” “will,” “could,” “should,” “would,” “assuming” and similar
expressions are intended to identify forward-looking statements.
You should read statements that contain these words carefully. They
discuss the Company’s and the Issuer’s future expectations or state
other forward-looking information and may involve known and unknown
risks over which the Company or the Issuer has no
control. Those risks include, (i) the risk that the Notes
offering or the Acquisition may not be completed in a timely manner
or at all, (ii) the failure to satisfy of the conditions to the
consummation of the Acquisition, including the adoption of the
merger agreement by the stockholders of the Company and the receipt
of regulatory approvals from various domestic and foreign
governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval, (iii) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement, (iv) risks regarding the
failure of the relevant Thoma Bravo affiliate to obtain the
necessary financing to complete the merger, (v) the effect of
the announcement or pendency of the Acquisition on the Company’s
business relationships, operating results and business generally,
(vi) risks that the Acquisition disrupts current plans and
operations, (vii) risks related to diverting management’s attention
from the Company’s ongoing business operations, and (viii) the
outcome of any legal proceedings that may be instituted against us
related to the merger agreement or the
Acquisition. Forward-looking statements speak only as of the
date of this communication or the date of any document incorporated
by reference in this document. Except as required by
applicable law or regulation, neither the Issuer nor the Company
undertakes any obligation to update these forward-looking
statements to reflect future events or circumstances.
MEDIA CONTACTRiverbed
TechnologyShawn Dainas,
415-527-4537shawn.dainas@riverbed.comorINVESTOR RELATIONS CONTACTRiverbed
TechnologyShanye Hudson, 415-527-4709shanye.hudson@riverbed.com
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