UPDATED 10:00 EDT / DECEMBER 17 2014

Network stalwart Riverbed goes private in $3.6 billion buyout

New Caledonia riverbedVenerable buyout shop Thoma Bravo LLC and Teachers’ Private Capital, the investment arm of Ontario Teachers’ Pension Plan. are taking Riverbed Technology Inc. off the stock market in a landmark $3.6 billion deal that will provide shareholders with a long-sought-after exit. The cash deal amounts to $21.00 per share, a 12 percent premium over the company’s Friday closing price.

The transaction brings a conclusion to the year-old campaign from Elliott Management Corp. to sell Riverbed, coming in at the same price that Paul Singer’s activist hedge firm offered to pay for the software maker in February. The company’s board flatly rejected the takeover bid within days of the proposal on the grounds that it was undervalued, but had a change of heart in the ten months since. The buyout was approved unanimously.

That shift is largely the result of consistent nudging from Elliot, which recently pressured management into embarking on a wide-sweeping restructuring plan that saw it sell the SteelStore backup service to NetApp Inc. for $80 million in October. Meant to cut annual costs expenses by $20 million to $25 million while improving operating margins between 1 percent and 2 percent, the initiative is set to conclude by the end of the month, well within the deadline for Riverbed to move under the wing of its new owners in the first half of next year.

That should help make it easier for Thoma Bravo to start pursuing returns on the deal, its biggest yet. Riverbed is experiencing stagnating demand for its core wide-area network optimization software and still struggles to make use of the traffic management solution it obtained as part of the billion-dollar acquisition of OPNET Technologies, Inc. in 2012. Monetizing the investment proved at least as big of a challenge for the private equity powerhouse as turning around Compuware Inc., the mainframe software titan it bought out in September for $2.5 billion in its then-largest purchase.

Both firms compete in a consolidating market and have a sprawl of underutilized assets, some of which aren’t growing. That provides a hint of the strategy Thoma Bravo is likely take toward earning a return on its investment: more sell-offs in the SteelStore mold.

Riverbed CEO and chairman Jerry Kennelly, who led the efforts to counter Elliot, will oversee the process after the deal closes pending approval from regulators and shareholders. Qatalyst Partners and Goldman, Sachs & Co. are serving as financial advisors.

Photo via Pixabay

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