Airspan Networks: Fortress-Backed Prepack Equitizes Debt and Raises New Equity
Airspan Networks March 2024 Delaware prepack equitized debt and implemented new equity funding; effective October 2024.
Airspan Networks Holdings Inc. filed chapter 11 in the District of Delaware on March 31, 2024, with a prepackaged plan supported by 97.4% of funded debt creditors. The plan eliminated approximately $205 million of funded debt and provided up to $95 million in new equity financing. Airspan's plan was confirmed on June 28, 2024, but the effective date did not occur until October 11, 2024 after the U.K. Investment Security Unit called in the transaction for national security review, delaying equity funding and requiring supplemental DIP financing to bridge a payroll shortfall.
| Debtor(s) | Airspan Networks Holdings Inc. (and affiliated debtors) |
| Court | U.S. Bankruptcy Court, District of Delaware |
| Case Number | 24-10621 |
| Judge | Hon. Thomas M. Horan |
| Petition Date | March 31, 2024 (first-day declaration filed April 1, 2024) |
| Plan Confirmed | June 28, 2024 |
| Effective Date | October 11, 2024 |
| Funded Debt (as filed) | Approximately $205.1 million |
| DIP Facility | Up to $53.85 million (including $16.5 million new money and a $37.35 million roll-up; PIK interest) |
| New Equity Financing (announced) | Up to $95 million (with $85.4 million reported at emergence) |
| Plan Sponsor / Majority Owner (post-effective) | Fortress Investment Group affiliates |
| Final Decree | December 10, 2024 |
Prepackaged Recapitalization and Regulatory-Delayed Effective Date
Business profile. The First Day Declaration described Airspan as a provider of 4G and 5G radio access network (RAN) and broadband access solutions. The declaration cited deployments including more than 400,000 radios with T‑Mobile, 250,000+ radios with Reliance Jio, and 50,000+ radios with Rakuten, plus smaller deployments with Meta (neutral-host across campuses) and Gogo (macro base stations covering North America).
The declaration described primary operations and product development centers in the United Kingdom (Slough), Israel (Airport City), and India (Mumbai and Bangalore).
Management also positioned the company as executing a technology and go-to-market transition prior to the filing. Airspan announced in 2022 that Glenn Laxdal joined as president and COO (later CEO), describing his prior leadership roles at Ericsson and other telecom and networking companies.
Distress drivers. The First Day Declaration and industry reporting identified the following factors:
- High R&D intensity and competitive pressure, contributing to ongoing operating losses.
- Limited ability to issue equity on favorable terms, leading to reliance on debt and structured investments to fund operations.
- COVID-19 and supply chain disruptions (including component lead times and inflationary cost increases).
- A telecom equipment market downturn after the initial 5G wave and capex pullbacks by communications service providers.
- Covenant compliance pressure under senior secured facilities.
Industry coverage framed the case as part of a broader "private 5G / open RAN vendor" strain period, where multiple vendors faced liquidity pressure and limited access to new capital. Capital structure at filing. The First Day Declaration described total funded debt as approximately $205.14 million as of the petition date, and it categorized the stack across senior secured and subordinated instruments as well as convertible debt. The high-level breakdown below tracks those filing categories.
| Instrument category (as described) | Amount (approx.) |
|---|---|
| Senior secured term loans | $146.90 million |
| Senior secured convertible notes (issued principal described as $52.5m) | $44.7 million |
| Subordinated term loan debt (original $30m) | $46.41 million |
| Subordinated convertible note debt (original $10m) | $11.83 million |
| Unsecured trade payables (estimated) | $2.0 million |
RSA and prepack support. Airspan stated that 97.4% of funded debt creditors approved the restructuring support agreement and that the restructuring would eliminate all existing funded debt while providing up to $95 million in new equity financing.
DIP financing. Even in a prepack, Airspan required debtor-in-possession financing to bridge operations through confirmation and into the plan closing. The DIP Motion described a facility authorized up to $53.85 million, consisting of $16.5 million of new money and a $37.35 million roll-up tied to certain senior secured term loans. Pricing reflected a high-cost, PIK-oriented structure: base rate + 10.00% per annum or adjusted term SOFR + 11.00% per annum, described as payable in kind (capitalized into principal). The maturity mechanics were framed as short duration: a stated maturity of six months after the closing date, with earlier triggers including plan consummation, a sale of substantially all assets, or acceleration. Weekly reporting and variance covenants were also central. The DIP Motion described weekly delivery of a rolling 13-week budget and weekly variance reports, and it included quantitative guardrails (for example, disbursements in any two-week period not to exceed 120% of budgeted disbursements and receipts not to fall below 80% of budgeted receipts).
Carve-out mechanics. The Final DIP Order included a defined carve-out structure. The carve-out preserved payment for certain administrative fees and estate professional fees even if secured creditors enforced remedies. It included statutory Clerk and U.S. Trustee fees, up to $50,000 of certain trustee fees/expenses, and estate professional fees incurred through a carve-out notice date up to budgeted amounts, plus a post-notice cap of $500,000 for allowed professional fees incurred after the notice. The order also described a reserve mechanism and a trigger notice concept that shifts the regime from "budgeted professional spend" to a hard post-notice cap.
| DIP term (selected) | Summary |
|---|---|
| Total DIP authorized | Up to $53.85 million |
| New money | $16.5 million |
| Roll-up | $37.35 million |
| Pricing (selected) | Base + 10.00% or SOFR + 11.00% (PIK) |
| Maturity (selected) | 6 months after closing (earlier triggers include plan consummation or asset sale) |
| Budget/variance controls | Weekly rolling 13-week budget and weekly variance reports; 120%/80% guardrails (selected) |
| Carve-out post-notice cap | $500,000 for allowed professional fees incurred after carve-out notice |
Plan structure. The Amended Plan described a reorganization transaction under which senior secured claims received 94.375% of new common equity and subordinated claims received 5.625% of new common equity, each subject to dilution mechanics including management incentive plan dilution, new money equity issuance, warrants, and backstop premium treatment.
The same allocation was also reported in industry coverage, which described senior noteholders receiving the overwhelming majority of reorganized equity and subordinated secured lenders receiving the remainder.
The plan also described a new money common equity investment opportunity of up to $95 million in the aggregate, structured as a rights offering or other subscription process. Allocation of that new money opportunity was described as $90 million available for ratable participation by holders of senior secured claims and $5 million available for ratable participation by holders of subordinated claims. The plan's pricing description referenced an indicative enterprise value of $86.0 million used to set the price per share of the new money common equity, based on assumptions about an effective date timeline and capital structure items described in the plan.
| Stakeholder group | Equity economics (selected) | Notes |
|---|---|---|
| Senior secured claims | 94.375% of new common equity (pre-dilution) | |
| Subordinated claims | 5.625% of new common equity (pre-dilution) | |
| New money equity investors | Up to $95m of new money equity at a price based on $86m indicative EV |
Warrants. The Amended Plan described new warrants with two strike tranches tied to implied enterprise values: a tranche priced off an implied enterprise value of $178 million and a tranche priced off $250 million. The warrants were also differentiated by recipient type. "New existing equity warrants" were described as up to 3% of new common equity (split across the two tranches), while "new common existing subordinated debt warrants" were described as 6.25% of new common equity, again split across two tranches.
Existing equity treatment. Legacy equity treatment was structured to be both limited and conditional. The Amended Plan defined an "equity cash pool" as $450,000 in cash, ratably reduced if holders elected to receive new existing equity warrants and also reduced for holders classified as excluded parties. The plan also defined excluded parties in a way that can be important in practice: excluded parties included holders entitled to vote who voted to reject the plan, holders who opted out of third-party releases, and holders who objected to the plan or supported an objection to the plan.
Regulatory approvals. The core reason the effective date did not follow quickly after confirmation was regulatory clearance. The Supplemental DIP Motion described that consummation required customary regulatory clearances due to the company's global footprint, and it stated that CFIUS approved the transaction on July 12, 2024. The same motion stated that the U.K. Investment Security Unit (ISU) notified the debtors on July 3, 2024 that the transaction was "called in" for further review under the U.K.'s National Security and Investment Act, and that the extended review could add at least 30 business days, delaying both the effective date and the new equity funding expected at effectiveness.
Supplemental DIP and pull-forward funding. The Supplemental DIP Motion sought to pull forward $5 million of equity funding that had been projected to fund post-effective, converting it into interim liquidity through an amendment to the DIP facility. The motion also described that the equity backstop parties agreed to an additional $2 million of aggregate funding, bringing incremental funding to $22 million inclusive of the pull-forward amount, described as a cushion against incremental administrative costs from the longer case duration. The motion is unusually explicit about near-term cash pressure: it stated the debtors needed funding by July 26, 2024 to meet payroll obligations due July 29, 2024.
Emergence. At filing, Airspan described "up to $95 million" of new equity financing. At emergence, Airspan reported it emerged on October 11, 2024 as a private company majority-owned by Fortress affiliates with $85.4 million in equity financing, plus access to an additional $20 million undrawn line of credit, while reiterating that all previous funded debt was eliminated.
Post-confirmation and case closure. The Post-Confirmation Report stated the effective date as October 11, 2024 and described the quarter from October 12, 2024 through December 10, 2024, noting that a final decree closing the case was entered on December 10, 2024. The report also provided a narrow but useful cash profile for the post-effective period: it listed cash on hand at $3.56 million as of the effective date and $3.46 million as of the final decree date, with total cash disbursements of $111,232 during the post-confirmation period (primarily U.S. Trustee fees and bank fees).
Key professionals. Airspan's emergence announcement identified Dorsey & Whitney LLP as legal counsel, VRS Restructuring Services as financial advisor, and Intrepid Investment Bankers as investment banker. The docket also includes retention applications for Dorsey & Whitney, VRS Restructuring Services, and Intrepid Investment Bankers.
Case timeline.
| Date | Milestone |
|---|---|
| March 31, 2024 | Prepack plan filed; restructuring announced |
| April 1, 2024 | First day declaration filed; DIP motion filed |
| April 19, 2024 | Final DIP order entered |
| June 28, 2024 | Confirmation order entered |
| July 3, 2024 | U.K. ISU call-in for further review under NSIA |
| July 12, 2024 | CFIUS approval |
| July–August 2024 | Supplemental DIP / pull-forward funding process |
| October 11, 2024 | Plan effective date / emergence |
| December 10, 2024 | Final decree / case closure |
Post-emergence developments. Post-emergence reporting described Airspan acquiring Jabil's open RAN assets as part of a strategy to compete for mobile operator deployments. Additional coverage described efforts to improve market position in an industry segment where vendor viability has been a recurring concern.
Later reporting also described Airspan securing a deal with Rakuten Mobile involving deployment at approximately 5,000 outdoor macro sites.
Frequently Asked Questions
When did Airspan file for chapter 11 bankruptcy?
Airspan filed chapter 11 in the District of Delaware on March 31, 2024 as a prepackaged plan process.
Why did Airspan file a prepackaged chapter 11 case?
The First Day Declaration described ongoing operating losses driven by high R&D intensity and competitive pressure, limited ability to raise equity on favorable terms, supply chain and inflationary disruption, and a telecom equipment market downturn after the initial 5G wave. The Amended Plan sought to equitize funded debt and inject new equity financing rather than run a long operating restructuring.
How much funded debt did Airspan have going into bankruptcy?
The First Day Declaration described total funded debt of approximately $205.14 million as of the petition date, with major components including senior secured term loans and other secured and subordinated instruments.
What were the DIP financing terms in the case?
The DIP Motion and Final DIP Order described a facility authorized up to $53.85 million, including $16.5 million of new money and a $37.35 million roll-up, with pricing described as base + 10.00% or adjusted term SOFR + 11.00% payable in kind. The DIP Motion also described weekly budget and variance reporting covenants and short maturity aligned to plan consummation.
What did Airspan’s plan do to existing shareholders?
The Amended Plan defined an equity cash pool of $450,000 in cash and provided for warrant alternatives, with the equity cash pool ratably reduced for warrant elections and for holders treated as excluded parties. The plan's "excluded party" definition included holders who voted to reject (if entitled to vote), opted out of third-party releases, or objected to the plan.
Why did Airspan’s plan effective date occur months after confirmation?
The Supplemental DIP Motion described regulatory approvals as gating items due to Airspan's global footprint, stating that CFIUS approved the transaction on July 12, 2024 and that the U.K. Investment Security Unit "called in" the transaction for further review under the National Security and Investment Act on July 3, 2024. The same motion described the resulting delay in the plan effective date and the associated delay of equity funding expected to occur at effectiveness.
What was the supplemental DIP / pull-forward funding and why was it needed?
The Supplemental DIP Motion described a request to pull forward $5 million of equity funding as interim liquidity and described an additional $2 million of funding committed by equity backstop parties (for $22 million of incremental funding inclusive of the pull-forward amount), citing payroll due July 29, 2024 and a need for funding by July 26, 2024.
When did Airspan emerge from bankruptcy?
Airspan reported that it emerged on October 11, 2024 as a private company majority-owned by Fortress affiliates and that it secured $85.4 million of equity financing with access to an additional $20 million undrawn line of credit.
Who is the claims agent for Airspan Networks?
Epiq Corporate Restructuring, LLC serves as the claims and noticing agent, as described in the claims agent application. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.
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