UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 28, 2021, Vivint Smart Home, Inc. (the “Company”) issued a press release (the “Launch Press Release”) announcing that its wholly owned subsidiary, APX Group, Inc. (the “Issuer”), intends, subject to market and other conditions, to offer Senior Notes due 2029 in a private placement.
On July 1, 2021, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of its offering of $800.0 million aggregate principal amount of 5.75% Senior Notes due 2029. The offering is expected to close on July 9, 2021, subject to (i) the satisfaction and discharge of the Redeemed Notes (as defined below), (ii) the refinancing of the Company’s existing revolving credit facility and term loan facility (the “Existing Credit Facilities”), (iii) the entry into a new $350.0 million senior secured revolving credit facility and a new $1,350.0 million senior secured first lien term loan facility maturing in July 2028 (the “New Senior Secured Credit Facilities”) and (iv) other customary closing conditions.
The Issuer intends to use the net proceeds from the Notes offering, together with the borrowings under the New Senior Secured Credit Facilities and cash on hand, to (i) redeem all $677.0 million of its outstanding 7.875% Senior Secured Notes due 2022 (the “2022 Notes”), (ii) redeem all $400.0 million of its outstanding 7.625% Senior Notes due 2023 (the “2023 Notes”), (iii) redeem all $225.0 million of its outstanding 8.500% Senior Secured Notes due 2024 (the “2024 Notes” and together with the 2022 Notes and the 2023 Notes, the “Redeemed Notes”), (iv) repay amounts outstanding, and to terminate all commitments, under its Existing Credit Facilities and (v) pay the related redemption premiums and all fees and expenses related thereto. The redemption of the Redeemed Notes is conditioned on the consummation of one or more refinancing transactions by the Company yielding net proceeds sufficient to (i) pay the redemption prices on the 2022 Notes and the 2024 Notes on July 24, 2021, (ii) pay the redemption price on the 2023 Notes on September 1, 2021, and (iii) repay indebtedness outstanding under the Company’s Existing Credit Facilities. No assurances may be given that these refinancing transactions will be completed on the timeline, in the amount, or on the terms presently contemplated by the Company or at all.
The Notes to be offered have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered, by the initial purchasers, only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S.
A copy of the Launch Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information furnished under this Item 8.01 of the Current Report on Form 8-K does not constitute a notice of redemption of the 2022 Notes, the 2023 Notes or the 2024 Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| Exhibit 99.1 | Launch Press Release, dated June 28, 2021. | |
| Exhibit 99.2 | Pricing Press Release, dated July 1, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| VIVINT SMART HOME, INC. | ||
| By: | /s/ Shawn J. Lindquist | |
| Name: | Shawn J. Lindquist | |
| Title: | Chief Legal Officer | |
Date: July 1, 2021
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