ADTRAN Holdings Enters Material Definitive Agreement, New Obligation

TL;DR

**ADTRAN just took on a new financial obligation; watch for details on its impact.**

AI Summary

ADTRAN Holdings, Inc. (ADTN) filed an 8-K on January 22, 2024, reporting an event on January 16, 2024, concerning the entry into a material definitive agreement and the creation of a direct financial obligation. This filing indicates a significant new financial commitment for ADTRAN, which could impact its balance sheet and future profitability. Investors should understand that new financial obligations can affect a company's liquidity and its ability to invest in growth, potentially influencing stock performance.

Why It Matters

This filing signals a new financial commitment for ADTRAN, which could affect its financial health and future operational flexibility. Investors should monitor the details of this agreement to assess its potential impact on the company's valuation.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without specifying the amount or terms, creating uncertainty about its potential impact on the company's financial stability.

Analyst Insight

A smart investor would await further details on the nature and size of the material definitive agreement and direct financial obligation before making any investment decisions. This filing signals a change in the company's financial structure, but without specifics, its impact is unclear.

Key Numbers

• January 16, 2024 — Date of Earliest Event Reported (This is the date the material definitive agreement and direct financial obligation were entered into, indicating when the financial impact began.)
• 001-41446 — Commission File Number (This unique identifier helps track ADTRAN's filings with the SEC.)

Key Players & Entities

• ADTRAN Holdings, Inc. (company) — the registrant filing the 8-K
• January 16, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for ADTRAN Holdings, Inc.
• 001-41446 (dollar_amount) — Commission File Number
• 87-2164282 (dollar_amount) — IRS Employer Identification No.
• 901 Explorer Boulevard Huntsville, Alabama 35806-2807 (company) — address of principal executive offices
• (256) 963-8000 (dollar_amount) — registrant's telephone number
• ADTN (company) — trading symbol for Common Stock
• The NASDAQ Global Select Market (company) — exchange where Common Stock is registered

Forward-Looking Statements

• ADTRAN will provide more details about the material definitive agreement and financial obligation in its next quarterly report (10-Q) or an amendment to this 8-K. (ADTRAN Holdings, Inc.) — high confidence, target: Q1 2024 earnings report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 ADTN The NASDAQ Global Select Marke
• $50,000,000 — ain unsecured Indebtedness in excess of $50,000,000 in connection with a transaction that i
• $75,000,000 — y and its subsidiaries must be at least $75,000,000. The Company is also required to add
• $400.0 million — nues to provide for borrowings of up to $400.0 million in aggregate principal amount, as well
• $50 million — ncipal amount, as well as an additional $50 million delayed draw term loan A tranche that w

Filing Documents

• d737051d8k.htm (8-K) — 40KB
• d737051dex101.htm (EX-10.1) — 1487KB
• 0001193125-24-011697.txt ( ) — 1968KB
• adtn-20240116.xsd (EX-101.SCH) — 3KB
• adtn-20240116_lab.xml (EX-101.LAB) — 17KB
• adtn-20240116_pre.xml (EX-101.PRE) — 11KB
• d737051d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 16, 2023, ADTRAN Holdings, Inc. (the "Company"), its wholly-owned direct subsidiary, ADTRAN, Inc. (the "Borrower"), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), entered into a Second Amendment to Credit Agreement and First Amendment to Collateral Agreement (the "Amendment"), which amends (i) that certain Credit Agreement, dated as of July 18, 2022 (as amended or otherwise modified, including by the Amendment, the "Credit Agreement"), by and among the Borrower, the Company, the lenders party thereto and the Administrative Agent and (ii) that certain Collateral Agreement, dated as of July 18, 2022, by and among the Borrower, the Company, the lenders party thereto and the Administrative Agent. Capitalized terms used in this Item 1.01 and not otherwise defined herein have the meanings assigned to them in the Amendment or the Credit Agreement, as applicable. The Amendment, among other things, provides the Company and its subsidiaries with additional covenant headroom from (and including) the fourth quarter of 2023 through and including the third quarter of 2024 (the "Covenant Relief Period") and revises and/or adds certain other financial covenants. The full set of financial covenants includes the following: As of the last day of any fiscal quarter, commencing with the fiscal quarter ended December 31, 2023, the Consolidated Total Net Leverage Ratio may not exceed 5.00x. As of the last day of any fiscal quarter, commencing with the fiscal quarter ended December 31, 2023, the Consolidated Senior Secured Net Leverage Ratio may not exceed: In the event of the purchase by the Company of at least sixty percent (60%) of the outstanding shares of Adtran Networks SE not owned by the Company as of August 9, 2023 (such event, a "Springing Covenant Event" and the fiscal quarter in which the Springing Covenant Event Occurs and the t

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 10.1 * Second Amendment to Credit Agreement and First Amendment to Collateral Agreement, dated as of January 16, 2024, by and among ADTRAN Holdings, Inc., ADTRAN, Inc., Wells Fargo Bank, National Association, and the lenders party thereto 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document * Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of any of the omitted documents to the SEC upon its request.

SIGNATURES

SIGNATURES 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: January 22, 2024 ADTRAN Holdings, Inc. By: /s/ Ulrich Dopfer Ulrich Dopfer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR