New York, November 29, 2012 -- Moody's Investors Service assigned to Riverbed Technology, Inc. (Riverbed) a first-time Ba3 corporate family rating and a B1 probability of default rating. Moody's also assigned a Ba3 rating to the company's proposed $500 million of senior secured term loans. Riverbed will use the net proceeds of the new term loans, $363 million (excluding acquisition-related expenses) of cash on hand and issue approximately $152 million in stock to complete the planned purchase of OPNET Technologies (OPNET). The ratings outlook is stable.

RATINGS RATIONALE

The Ba3 corporate family rating reflects Riverbed's leading market share and technology leadership in the WAN optimization market segment and its strong financial profile. Pro forma for the acquisition of OPNET, Riverbed will have moderate levels of debt leverage of approximately mid-3.0x (Total debt-to-EBITDA incorporating Moody's standard analytical adjustments, including equity-based compensation which raises leverage by about 1.2x). The rating assumes that Riverbed's revenue will grow at least in the low to mid teen percentages and that it will produce strong free cash flow of approximately 30% of its total debt over the next 12 to 18 months. Moody's expects management to pursue conservative financial policies and balance allocation of capital between shareholders and debt repayments, and manage total debt leverage in the 2.0x to 3.0x range.

At the same time, the Ba3 rating considers Riverbed's execution risk of integrating its largest acquisition to date, its moderate scale, product concentration in the WAN Optimization market, and its intensely competitive market. The rating incorporates potential for acquisitions to broaden Riverbed's portfolio and maintain technology leadership.

The acquisition of OPNET will moderately diversify Riverbed's revenues by expanding the company's addressable market into the adjacent Network Performance Management (NPM) and Application Performance Management (APM) segments. OPNET's well-regarded APM products will strengthen Riverbed's portfolio in a large and growing market. The acquisition will also lead to improved profitability over time as a result of operating efficiencies and the ability to leverage sales channels to expand the operating footprint of the combined companies. However, Riverbed's competitive risks will increase as the combined companies will compete against larger information technology vendors with diversified products, large scale and financial resources in the APM market segment. Importantly, the company will continue to derive the majority of its cash flow from its larger WAN optimization segment.

The stable outlook is based on Moody's expectations that Riverbed will maintain very good levels of cash balances, which underpin its very good liquidity, and that Riverbed's free cash flow will increase driven by revenue growth.

Moody's could raise Riverbed's rating if the company continues its strong organic revenue growth, its financial policies remain balanced between debt and equity constituents, and if Riverbed is able to sustain its market position in its core markets. The rating could be upgraded if Moody's believes that the company could sustain total debt-to-EBITDA leverage of less than 2.5x (Moody's adjusted) and free cash flow in excess of 20% of total debt, while preserving financial flexibility for share repurchases and acquisitions.

Conversely, Moody's could downgrade the rating if Riverbed experiences execution challenges, significant shifts in competitive landscape, or technology risks escalate. The rating could be lowered if Riverbed's market share erodes in its core segments and the company is unable to sustain total debt-to-EBITDA leverage below 4.0x (Moody's adjusted) and free cash flow-to-debt of greater than 10%. Additionally, a transformative acquisition or deterioration in liquidity could pressure the rating downward.

Moody's has assigned the following ratings:

Issuer: Riverbed Technologies, Inc.

..Corporate Family Rating -- Ba3

..Probability of Default Rating -- B1

. Senior Secured Term Loan due 2019 -- Ba3, LGD 3, 32%

.Outlook - Stable

.Speculative Grade Liquidity -- SGL-1

Headquartered in San Francisco, CA, Riverbed is a leading provider of WAN optimization products and services. The company reported $802 million in revenue in the last twelve months (LTM) ended September 30. 2012. OPNET is based in Bethesda, MA and provides APM and NPM solutions. OPNET generated $182 million in revenue in the LTM September 2012 period.

The principal methodology used in rating Riverbed Technology, Inc. was the Global Software Industry Methodology published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of this/these methodology/ methodologies.

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Raj Joshi Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Alexandra S. Parker MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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