Riverbed and Project Homestake Merger Announce Pricing of $525 Million Senior Notes Offering

Riverbed Technology, Inc. and Project Homestake Merger Corp. (the issuer), controlled by affiliates of Thoma Bravo, LLC 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 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 of Riverbed by affiliates of Thoma Bravo and Teachers’ Private Capital, the private investor department of Ontario Teachers’ Pension Plan, 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, 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.

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