Ribbon Communications Inc. Enters New Agreement, Terminates Another

TL;DR

Ribbon Comm just signed a new deal and ditched an old one, creating new debt. Big moves happening.

AI Summary

On June 21, 2024, Ribbon Communications Inc. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation. Specific details regarding the nature of these agreements and obligations are not fully disclosed in this filing.

Why It Matters

This filing indicates significant changes in Ribbon Communications' contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing indicates the creation of new financial obligations and the termination of existing agreements, which introduces uncertainty about the company's financial standing and strategic direction.

Key Players & Entities

• Ribbon Communications Inc. (company) — Registrant
• June 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share RBBN The Nasdaq Global Se
• $385 million — k"). The Credit Agreement provides for $385 million of commitments from the Lenders to the
• $350 million — Lenders to the Borrower, comprised of a $350 million term loan facility that was advanced in
• $35 million — , 2024 (the "Term Loan Facility") and a $35 million facility available for revolving loans
• $20 million — wer to coordinate the issuance of up to $20 million in letters of credit from third party f
• $50 million — te dollar limit equal to the greater of $50 million and 50% of the Company's Consolidated A

Filing Documents

• tm2417775d1_8k.htm (8-K) — 40KB
• tm2417775d1_ex10-1.htm (EX-10.1) — 2052KB
• tm2417775d1_ex99-1.htm (EX-99.1) — 14KB
• tm2417775d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-074398.txt ( ) — 2651KB
• sons-20240621.xsd (EX-101.SCH) — 3KB
• sons-20240621_lab.xml (EX-101.LAB) — 33KB
• sons-20240621_pre.xml (EX-101.PRE) — 22KB
• tm2417775d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On June 21, 2024 (the "Closing Date"), Ribbon Communications Inc. (the "Company") entered into a Senior Secured Credit Facilities Credit Agreement (the "Credit Agreement"), by and among the Company, as a guarantor (in such capacity, the "Guarantor"), Ribbon Communications Operating Company, Inc., as the borrower (the "Borrower"), HPS Investment Partners, LLC ("HPS"), as administrative agent (in such capacity, the "Administrative Agent"), HPS and Whitehorse Capital Management, LLC ("Whitehorse"), as lenders, joint lead arrangers and joint bookrunners, and the other lenders party thereto (each, in such capacity as a lender, together with HPS and Whitehorse, referred to individually as a "Lender," and collectively, the "Lenders") and borrowed the full amount of the Term Loan Facility (as defined below). The proceeds of the Credit Agreement (a) were used, in part, to pay off in full all amounts outstanding under the Senior Secured Credit Facilities Credit Agreement, entered into on March 3, 2020, by and among the Company, the Borrower, Citizens Bank, N.A. as administrative agent, issuing lender, swingline lender, joint lead arranger and bookrunner, Santander Bank, National Association, as a lender, joint lead arranger and bookrunner, and the lenders party thereto, as amended from time to time (the "Prior Credit Agreement") and to terminate all remaining obligations under the Prior Credit Agreement and (b) will be used, in part, to redeem in full the Company's outstanding Series A Preferred Stock (the "Series A Preferred Stock"). The Credit Agreement provides for $385 million of commitments from the Lenders to the Borrower, comprised of a $350 million term loan facility that was advanced in full on June 21, 2024 (the "Term Loan Facility") and a $35 million facility available for revolving loans (the "Revolving Loan Facility" and together with the Term Loan Facility, the "Senior Secured Credit Facilities"). The Cre

02

Item 1.02 Termination of a Material Definitive Agreement. The information included in Item 1.01 above regarding the Prior Credit Agreement is incorporated by reference under this Item 1.02. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 above regarding the Credit Agreement is incorporated by reference under this Item 2.03.

01 Other Events

Item 8.01 Other Events. On June 20, 2024, the Company issued a Notice of Redemption (the "Redemption") for all of its outstanding shares of Series A Preferred Stock on June 25, 2024 (the "Redemption Date") at a redemption price per share of Series A Preferred Stock of 103.000% of the Liquidation Preference (as defined in the Certificate of Designation, Preferences and Rights designating the Series A Preferred Stock). The Redemption was contingent upon the Company receiving the proceeds from the Credit Agreement, which has occurred. After giving effect to the Redemption on the Redemption Date, no shares of the Series A Preferred Stock will remain outstanding.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document 10.1 Senior Secured Credit Facilities Credit Agreement, dated June 21, 2024 by and among the Company, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower, HPS Investment Partners, LLC, as administrative agent, HPS Investment Partners, LLC and Whitehorse Capital Management, LLC, as lenders, joint lead arrangers and joint bookrunners, and the other lenders party thereto. 99.1 Press Release, dated June 21, 2024, regarding Credit Agreement and Notice of Redemption of Series A Preferred Stock 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. RIBBON COMMUNICATIONS INC. Date: June 24, 2024 By: /s/ Patrick Macken Name: Patrick Macken Title: Executive Vice President, Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR