Riverbed Technology, Inc. and Project Homestake Merger Corp. Announce $575 Million Senior Notes Offering
23 Février 2015 - 1:25PM
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 intends to privately offer, subject to market and
other conditions, $575 million in aggregate principal amount of its
senior notes due 2023 (the "Notes"). 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. The
offering and the actual terms of the Notes, including the interest
rate, will depend on market and other conditions.
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, 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 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.
Riverbed TechnologyINVESTOR RELATIONS CONTACTShanye Hudson,
415-527-4709shanye.hudson@riverbed.comMEDIA CONTACTShawn Dainas,
415-527-4537shawn.dainas@riverbed.com
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