Current Report Filing (8-k)
March 04 2021 - 4:01PM
Edgar (US Regulatory)
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2021-03-03
2021-03-03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 3, 2021
Date of Report (Date of earliest event
reported)
RIBBON COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-38267
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82-1669692
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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6500 Chase Oaks Boulevard, Suite 100, Plano, Texas 75023
(Address of Principal Executive Offices)
(Zip Code)
(978) 614-8100
(Registrant’s telephone number, including
area code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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RBBN
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On March 3, 2021 (the “Third Amendment
Effective Date”), Ribbon Communications Inc. (the “Company”), Ribbon Communications Operating Company, Inc. (the
“Borrower”), and certain of their subsidiaries entered into a Third Amendment to Credit Agreement (the “Third
Amendment), which amends that certain Credit Agreement (as previously amended, the “Existing Credit Agreement” and,
as amended by the Third Amendment, the “Credit Agreement”), dated as of March 3, 2020, by and among the Company, as
a guarantor, the Borrower, Citizens Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”),
a lender, issuing lender, swingline lender, joint lead arranger and bookrunner, Santander Bank, National Association, as a lender,
joint lead arranger and bookrunner, and the other lenders party thereto (each, together with Citizens Bank, N.A. and Santander
Bank, National Association, referred to individually as a “Lender”, and collectively, the “Lenders”).
Pursuant to the Third Amendment, the incremental
term lenders party thereto extended an incremental term loan facility to the Borrower in the original principal amount of $74,625,000,
the proceeds of which were used on the Third Amendment Effective Date to consummate an open market purchase of all outstanding
term loans (the “Term B Loans”) held by certain affiliates of Whitehorse Capital. Upon the consummation of the open
market purchase, the Term B Loans were assigned to the Borrower and immediately cancelled.
The Third Amendment increased the Borrower’s
ability to incur new incremental revolving commitments or term loans. Specifically, such indebtedness can be incurred up to an
aggregate dollar limit equal to 100% of the Company’s Consolidated Adjusted EBITDA (as defined in the Credit Agreement),
increased from 75% under the Existing Credit Agreement, as of the most recently ended fiscal quarter for which financial statements
have been delivered to the lenders, plus additional amounts, so long as the Borrower’s Consolidated Net Leverage Ratio (as
defined in the Credit Agreement) does not exceed 2.75:1.00, increased from 2.25:1.00 under the Existing Credit Agreement. The Third
Amendment also increased the amount of Unrestricted Cash (as defined in the Credit Agreement) used in calculating the Borrower’s
Consolidated Net Leverage Ratio from $10.0 million to $25.0 million.
The foregoing description of the Third
Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is being filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The foregoing disclosure in Item 1.01 hereof
is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 4, 2021
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Ribbon Communications
Inc.
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By:
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/s/ Patrick Macken
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Name: Patrick Macken
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Title: Executive Vice President and Chief Legal Officer
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