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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
Date of Report (Date of earliest event reported): June 24,
2022
AVAYA HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38289
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26-1119726
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2605 Meridian Parkway, Suite 200
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Durham,
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North Carolina
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27713
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(Address of Principal Executive Office)
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(Zip Code)
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Registrant's telephone number, including area code:
(908) 953-6000
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:
☐
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:
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Title of Each Class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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.
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.
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AVAYA HOLDINGS CORP.
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Date: June 24, 2022
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By:
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/s/ Kieran J. McGrath
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Name:
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Kieran J. McGrath
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Title:
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Executive Vice President and Chief Financial Officer
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