Riverbed Tech plan hearing set for Dec. 3, despite trustee concerns

By Sarah Lizee

Olympia, Wash., Nov. 18 – Riverbed Technology, Inc.’s motion seeking a Dec. 3 hearing on confirmation of its pre-packaged Chapter 11 plan of reorganization was approved Thursday by the U.S. Bankruptcy Court for the District of Delaware, despite an earlier objection from Regions 3 and 9 U.S. trustee Andrew R. Vara.

“For the plan to become effective, the debtors may need regulatory approval from at least two government agencies,” Vara had said in his objection.

“Unless the debtors make a record that all regulatory approvals are imminent, and that all affected governmental units have received full notice of the plan, the court should deny the motion.”

As previously reported, on Oct. 13, the company entered into an RSA with its equity sponsors and an informal group of lenders holding a super-majority of its funded secured debt.

Once the restructuring transactions, which are subject to customary closing conditions, are complete, the informal group of institutional investors, including Apollo Global Management, will become the majority owners of Riverbed through their managed funds.

According to the disclosure statement, allowed bridge notes claims will be paid in full in cash on the effective date.

Each holder of a first-lien secured claim will receive payment in full in cash of all accrued interest as of the effective date, its pro rata share of exit facility term loans, and first-lien convertible preferred equity with an initial liquidation preference equal to the aggregate principal amount of the holder’s first-lien loans less the total original principal amount of exit facility term loans received by the holder.

Holders of second-lien secured claims will receive their pro rata share of the second-lien new common equity.

Each unsecured notes claim will be canceled, released and extinguished without any distribution.

The reorganized debtors will raise $100 million of new money through the issuance of new money convertible preferred equity on the plan’s effective date.

Existing interests will be canceled on the effective date.

Holders of other priority claims will be paid in full.

General unsecured claims will be reinstated.

Intercompany claims will be reinstated, converted to equity, otherwise set off, settled, distributed, contributed, canceled or released.

Intercompany interests will be reinstated, or set off, settled, addressed, distributed, contributed, merged, canceled or released.

Section 510(b) claims will be canceled, released and extinguished with no distribution.

Riverbed is a San Francisco-based technology company that specializes in improving the performance of networks and networked applications. The company filed bankruptcy on Nov. 16 under Chapter 11 case number 21-11503.

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