Airspan Networks: Fortress-Backed Prepack Equitizes Debt and Raises New Equity
Airspan filed a March 2024 prepackaged chapter 11 in Delaware to equitize funded debt and raise new equity funding, culminating in a delayed October 2024 effective date after regulatory review and implementation of a new ownership structure.
Airspan’s chapter 11 case is a useful reference point for how an “innovation-heavy, capex-cycle-dependent” telecom equipment vendor can end up restructuring through a lender-led prepack rather than through a traditional operating turnaround. The company entered chapter 11 with a capital structure that had become debt-heavy after years of operating losses and high R&D demands, and it paired its filing with a restructuring support agreement and a plan designed to equitize funded debt and raise new equity financing. Airspan filed chapter 11 in the District of Delaware on March 31, 2024, describing a targeted 30–45 day implementation timeline.
The docket shows that even in a prepack, closing risk can be concentrated in “non-bankruptcy” gating items. Airspan’s plan was confirmed on June 28, 2024, but the effective date did not occur until October 11, 2024 after regulatory approvals delayed the equity funding and forced the company back to court for incremental liquidity. The supplemental DIP process—driven by U.K. national security review—illustrates how a short-form prepack can temporarily convert into a liquidity management exercise when a plan sponsor’s funding is conditioned on regulatory clearance.
| 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 snapshot: where Airspan sits in the wireless ecosystem. Court filings described Airspan as a provider of 4G and 5G radio access network (RAN) and broadband access solutions, positioning the company as a technology supplier into mobile operators and enterprise/private network deployments (First Day Declaration). The filing record also provides a practitioner-useful “deployment reality check” on what a mid-sized RAN vendor’s footprint can look like. The first day 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) (First Day Declaration).
From a restructuring perspective, those metrics help frame the case’s core tension: Airspan had meaningful deployed infrastructure and a real product portfolio, but its economics were still vulnerable to the telecom capex cycle and to the “lumpy” nature of carrier procurement. The company’s operating and product development footprint described in filings also underscores why cross-border regulatory approvals could become gating items. The declaration described primary operations and product development centers in the United Kingdom (Slough), Israel (Airport City), and India (Mumbai and Bangalore) (First Day Declaration).
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 (Nasdaq press release).
What drove distress (documented, not inferred). The first day declaration and industry reporting converge on a familiar set of drivers for telecom equipment vendors and open RAN suppliers:
- High R&D intensity and competitive pressure, contributing to ongoing operating losses (First Day Declaration).
- Limited ability to issue equity on favorable terms, leading to reliance on debt and structured investments to fund operations (First Day Declaration).
- COVID-19 and supply chain disruptions (including component lead times and inflationary cost increases) (First Day Declaration; SDxCentral).
- A telecom equipment market downturn after the initial 5G wave and capex pullbacks by communications service providers (First Day Declaration; SDxCentral).
- Covenant compliance pressure under senior secured facilities (First Day Declaration; SEC 10‑K).
Industry coverage of Airspan’s filing 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 (RCR Wireless News; SDxCentral). In the Airspan record, those sector dynamics are important because they explain why management and creditors selected a prepackaged deleveraging rather than attempting another out-of-court amend-and-extend.
Capital structure at filing: what the “~$205 million” contained. 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 (First Day Declaration). The high-level breakdown below tracks those filing categories and is useful for understanding the plan’s class-based equity allocation.
| Instrument category (as described) | Amount (approx.) | What it implies for the plan |
|---|---|---|
| Senior secured term loans | $146.90 million | Senior secured class drives the recapitalized ownership structure |
| Senior secured convertible notes (issued principal described as $52.5m) | $44.7 million (debt described) | Part of the senior secured funded debt constituency |
| Subordinated term loan debt (original $30m) | $46.41 million | Subordinated secured class receives minority new equity plus warrants |
| Subordinated convertible note debt (original $10m) | $11.83 million | Included in subordinated constituency |
| Unsecured trade payables (estimated) | $2.0 million | Typically paid in full in course in a prepack |
Why a prepack made sense in this fact pattern. Airspan’s public framing of the case emphasized a negotiated recapitalization supported by a supermajority of funded debt holders. The company 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 (Airspan announcement; Financier Worldwide). In that framing, the bankruptcy filing is best understood not as a “liquidate or sell” case but as a balance-sheet reset designed to keep the operating platform intact—particularly important for telecom vendors that need R&D continuity and customer support to maintain installed base value.
At a structural level, the prepack’s core trade was: (i) creditors take equity (and effectively underwrite the business’s continuation), (ii) a plan sponsor/backstop group provides new equity and DIP liquidity to stabilize operations during the case, and (iii) legacy equity receives limited value (cash pool and/or warrants), largely conditioned on release mechanics. The plan’s economics and governance provisions are where this trade becomes legible.
DIP financing: new money plus roll-up, priced like “bridge liquidity,” and controlled through budget covenants. Even in a prepack, Airspan required debtor-in-possession financing to bridge operations through confirmation and into the plan closing. The DIP facility was 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 (DIP motion; final DIP order). The roll-up concept mattered because it effectively elevated part of the prepetition secured position into DIP status, tightening the collateral/priority box and reducing postpetition “free cash” flexibility.
Pricing in the DIP motion 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) (DIP motion). 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 (DIP motion). 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) (DIP motion).
From a restructuring-practitioner standpoint, this is a “bridge-to-closing” DIP: pricing is high and often PIK to reduce immediate cash drain, maturity is short and aligned to closing milestones, and budget covenants act as the lender’s day-to-day control lever. In a prepack, the DIP is also a tool for enforcing the negotiated path; the case’s later supplemental DIP phase shows why that can matter when closing is delayed.
Carve-out mechanics: what professionals could spend even in a downside scenario. The final DIP order included a defined carve-out structure that matters for any case where closing timing is uncertain. In simplified terms, 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 (final DIP order). 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 (final DIP order).
Practically, carve-out design is one way secured creditors manage the trade-off between (i) allowing the estate to keep operating and pay professionals and (ii) preventing professional spend from consuming collateral value if the case hits a default posture. In Airspan, carve-out structure was especially relevant because regulatory delay later stretched the case well beyond the originally projected timeline, increasing the risk that administrative expenses could outrun available liquidity.
| 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: who owned what at effectiveness (and why). Airspan’s plan was structured as a creditor-driven recapitalization with a new money equity investment opportunity. 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) (amended plan). That equity split—combined with the existence of a DIP and a new money equity opportunity—signals the case’s “creditor ownership + new equity recap” structure rather than a simple equitization.
The same allocation was also reported in industry coverage of the filing, which described senior noteholders receiving the overwhelming majority of reorganized equity and subordinated secured lenders receiving the remainder (Inside Towers).
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 (amended plan). 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 (amended plan). 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 (amended plan).
In other words, the plan framed the business as a post-restructuring “new equity” story with a negotiated valuation anchor, even as it was eliminating funded debt. That valuation anchor matters because it governs (i) the conversion economics for debt holders receiving equity, (ii) the dilution impact of the new money raise, and (iii) the economic attractiveness of warrants and backstop premiums.
| Stakeholder group | Equity economics (selected) | Notes |
|---|---|---|
| Senior secured claims | 94.375% of new common equity (pre-dilution) | Dominant ownership in the reorganized company |
| Subordinated claims | 5.625% of new common equity (pre-dilution) | Minority equity, plus separate warrant package |
| New money equity investors | Up to $95m of new money equity at a price based on $86m indicative EV | $90m allocated to senior secured, $5m to subordinated (selected) |
Warrants: performance participation and “strike EV” framing. 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 (amended plan). 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 (amended plan).
For restructuring professionals, the warrant structure is a signaling device as much as a mechanical instrument. A warrant package with strike enterprise values can be used to: (i) create a path for junior constituencies to participate in upside if the company’s valuation rebounds, (ii) support settlement dynamics by offering “option value” instead of immediate cash, and (iii) align incentives for stakeholders who will still have a relationship with the company post-effective (customers, strategic partners, or continued lenders). In Airspan, the existence of multiple warrant tranches suggests a deliberate attempt to preserve an “upside ladder” across different valuation recovery scenarios.
Existing equity treatment: cash pool, warrant election, and “excluded party” mechanics. 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 (amended plan). 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 (amended plan).
This mechanism is a reminder that in prepacks, “equity gets something” often means “equity gets something if it does not create litigation risk.” In many cases, small cash pools or warrant packages for equity are effectively priced as consideration for releases and for reducing the risk of post-confirmation litigation that could disrupt the sponsor’s closing. In Airspan, the plan’s excluded party definition makes that dynamic explicit.
Regulatory approvals as gating items: CFIUS and the U.K. ISU call-in. The core reason the effective date did not follow quickly after confirmation was regulatory clearance. Airspan’s 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 (supplemental DIP motion). 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 motion).
The key professional takeaway is that a prepack’s implementation timeline can be dominated by regulatory review, and when the plan sponsor’s cash is scheduled to fund only at effectiveness, the company may have to re-open liquidity negotiations and seek court authorization for interim funding.
Supplemental DIP / pull-forward funding: when timing risk becomes a liquidity crisis. Airspan’s 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 (supplemental DIP motion). 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 (supplemental DIP motion). 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 (supplemental DIP motion).
For restructuring professionals, this episode is a template for how to treat “closing delay risk” in a sponsor-backed prepack. If sponsor equity is conditioned on regulatory clearance, the plan needs either: (i) a longer runway in the original DIP, (ii) committed interim funding that can bridge a delay, or (iii) plan mechanics that allow conversion or pull-forward funding in a controlled way. Airspan’s solution was effectively (iii), using the existing DIP framework and extending it with an incremental funding amendment.
Emergence: what was actually funded vs. what was marketed at filing. At filing, Airspan described “up to $95 million” of new equity financing (Airspan announcement). At emergence, a Business Wire release described that Airspan emerged on October 11, 2024 as a private company majority-owned by Fortress affiliates and reported $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 (Business Wire; MarketScreener). That difference between an “up to” marketed number and an actual funded number is common in sponsor-backed deals where the total financing includes optional components (rights offering participation, third-party allocations, and backstop commitments) and where closing conditions can affect how much ultimately funds.
Post-confirmation posture and case closure. A 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 (post-confirmation report). 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) (post-confirmation report).
Those numbers are small relative to the debt eliminated and equity funded, which reinforces the point that by the time the plan became effective, the case’s remaining work was primarily administrative closing and not a prolonged post-confirmation liquidation or contested distribution process.
Key professionals (selected). Airspan’s emergence announcement identified Dorsey & Whitney LLP as legal counsel, VRS Restructuring Services as financial advisor, and Intrepid Investment Bankers as investment banker (Business Wire). The docket also includes retention applications for these professionals (Dorsey retention; VRS retention; Intrepid retention). In prepacks, the advisor mix can signal the deal’s center of gravity: the financial advisory function tends to be oriented toward execution (solicitation, plan implementation, and sponsor closing logistics) rather than a long runway of operating forecasting and contested creditor negotiations.
Case timeline (selected milestones). Airspan’s case progressed through the “prepack plan + DIP + confirmation” pathway but was elongated by regulatory clearance and supplemental liquidity needs.
| Date | Milestone | Source |
|---|---|---|
| March 31, 2024 | Prepack plan filed; restructuring announced | Airspan announcement |
| April 1, 2024 | First day declaration filed; DIP motion filed | First Day Declaration; DIP motion |
| April 19, 2024 | Final DIP order entered | final DIP order |
| June 28, 2024 | Confirmation order entered | confirmation order |
| July 3, 2024 | U.K. ISU call-in for further review under NSIA (as described) | supplemental DIP motion |
| July 12, 2024 | CFIUS approval (as described) | supplemental DIP motion |
| July–August 2024 | Supplemental DIP / pull-forward funding process | supplemental DIP motion |
| October 11, 2024 | Plan effective date / emergence | Business Wire |
| December 10, 2024 | Final decree / case closure (as reported) | post-confirmation report |
Post-emergence signals: acquisitions and commercial posture. A restructuring that equitizes debt and injects new equity only creates value if the company can translate a de-levered balance sheet into commercial execution. Post-emergence reporting described Airspan acquiring Jabil’s open RAN assets as part of a strategy to compete for mobile operator deployments (RCR Wireless News). Additional coverage of Airspan’s commercial relationships and open RAN positioning can be read as an attempt to regain momentum in an industry segment where vendor survivability has been a key question (RCR Wireless News; SDxCentral).
Later reporting also described Airspan securing a deal with Rakuten Mobile involving deployment at approximately 5,000 outdoor macro sites, which (if executed as described) would represent a meaningful volume signal for a vendor that just completed a balance-sheet reset (Light Reading).
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?
Court filings 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 (First Day Declaration). The plan structure sought to equitize funded debt and inject new equity financing rather than run a long operating restructuring (amended plan).
How much funded debt did Airspan have going into bankruptcy?
Court filings 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 (First Day Declaration; Financier Worldwide).
What were the DIP financing terms in the case?
The DIP facility was 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 (DIP motion; final DIP order). The DIP motion also described weekly budget and variance reporting covenants and short maturity aligned to plan consummation (DIP motion).
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 (amended plan). 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 (amended 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 (supplemental DIP motion). The same motion described the resulting delay in the plan effective date and the associated delay of equity funding expected to occur at effectiveness (supplemental DIP motion).
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 (supplemental DIP motion).
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 (Business Wire; MarketScreener).
Who is the claims agent for Airspan Networks?
Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest (claims agent application).
Read more ElevenFlo chapter 11 case research on the ElevenFlo blog.
