Washington, D.C. 20549

Date of Report (Date of earliest event reported): June 24, 2022

(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
2605 Meridian Parkway, Suite 200

North Carolina
(Address of Principal Executive Office)
(Zip Code)
Registrant's telephone number, including area code: (908) 953-6000
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Common Stock AVYA New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.
The Investment Agreement and the Notes
On June 24, 2022, Avaya Inc. (the “Company”), a wholly-owned subsidiary of Avaya Holdings Corp. (“Avaya”), upsized its previously announced offering of 8.00% Exchangeable Senior Secured Notes due 2027 (the “Notes”) to $250,000,000 in aggregate principal amount of Notes, and entered into investment agreements (the “Investment Agreements”) with certain qualified institutional investors (the “Investors”) and Avaya, relating to the issuance and sale by the Company to the Investors of $125,000,000 in aggregate principal amount of the Notes. $25,000,000 of the Company’s previously announced commitment to issue and sell $150,000,000 in aggregate principal amount of Notes to a qualified institutional investor will be reallocated across the Investors and in total $250,000,000 in aggregate principal amount of Notes will be allocated across all investors. The Company will use the proceeds from the Notes offering to prefund the repayment of, repurchase or otherwise make certain payments in respect of the Company’s existing $350.0 million of 2.25% Convertible Senior Notes due 2023 and for general corporate purposes. The Notes offering is subject to (i) market conditions and other factors and no assurance can be given as to if or when the Notes offering will be consummated, (ii) the substantially concurrent closing of a new term loan for aggregate gross proceeds that, together with the Notes, is no less than $500.0 million, and (iii) the negotiation of definitive documentation.
The Notes will be governed by an indenture (the “Indenture”) among the Company, certain guarantors (as described below), and Wilmington Trust, National Association, as trustee and notes collateral agent, or such other trustee and notes collateral agent as is appointed by the Company. The Notes will be the Company’s senior secured obligations and will be guaranteed on a senior secured basis by Avaya and each of the Company’s wholly-owned domestic subsidiaries that guarantees the Company’s term loan and asset-based revolving credit facilities. The Notes will bear interest at a rate of 8.00% per annum, payable in cash, semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2022. The Notes will mature on December 15, 2027 (the “Maturity Date”), subject to earlier redemption or repurchase, and upon maturity will be settled, at the Company’s election, in common stock, $0.01 par value per share (the “Common Stock”), of Avaya, or cash or a combination of Common Stock and cash. The Notes will have an initial exchange rate of 232.5581 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $4.30 per share), subject to adjustment in certain events, including following certain corporate events that occur prior to the Maturity Date.
The Company may not redeem the Notes prior to June 20, 2024. The Company may redeem the Notes, at its option, in whole or in part (subject to certain limitations), on or after June 20, 2024, for a cash purchase price equal to a redemption price to be set forth in the Indenture, but only if the last reported sale price per share of Common Stock exceeds 150% of the then-applicable exchange price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which the Company sends the redemption notice for such redemption. Upon the occurrence of a fundamental change (as such term will be defined in the Indenture), the Investor will have the right to require the Company to repurchase all or some of the Notes for cash, subject to certain conditions.
The Indenture will include customary “events of default,” which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture will also include customary covenants for exchangeable notes as well as covenants that are expected to be substantially similar to the covenants applicable to the Company’s 6.125% Senior First Lien Notes due 2028.

Item 3.02. Unregistered Sales of Equity Securities.
The information relating to the Notes in Item 1.01 above is incorporated herein by reference.
The Company offered and sold the Notes to the Investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Any shares of Common Stock issuable upon exchange of the Notes will be issued pursuant to Section 3(a)(9) of the Securities Act. Avaya or the Company do not intend to file a shelf registration statement for the resale of the Notes or Common Stock issuable upon exchange of the Notes, if any.
The Notes, the related guarantees and the underlying Common Stock issuable upon exchange of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements.” including with respect to the Notes offering and the Company’s financing plans. All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. Avaya has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While Avaya believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. The factors are discussed in Avaya’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) available at www.sec.gov, and may cause Avaya’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Avaya cautions you that the list of important factors included in Avaya’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Avaya undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.


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: June 24, 2022
/s/ Kieran J. McGrath
Kieran J. McGrath
Executive Vice President and Chief Financial Officer

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