UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 22, 2023 (the “Effective Date”), Airspan Networks Holdings Inc., a Delaware corporation (the “Company”), entered into the Limited Waiver and Consent, Fourth Amendment and Restatement of Credit Agreement and Reaffirmation of Loan Documents (the “Fourth Amendment and Restatement Agreement”) among the Company, as Holdings (in such capacity, “Holdings”), Airspan Networks Inc., a Delaware corporation (“ANI”), as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Company, as guarantors, the lenders party thereto (collectively, the “Lenders”) and DBFIP ANI LLC, as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Agent”). The Fourth Amendment and Restatement Agreement by its terms amended and restated the Third Amended and Restated Credit Agreement, dated November 14, 2023 (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Third A&R Credit Agreement”), among Holdings, the Borrower, the Agent and certain Lenders and guarantors party thereto, and replaced the Third A&R Credit Agreement in its entirety with the Fourth Amended and Restated Credit Agreement (the “Fourth A&R Credit Agreement”) among Holdings, the Borrower, the Agent and certain subsidiaries of the Company, as guarantors, the Lenders party thereto, and the Agent.
Pursuant to the Fourth Amendment and Restatement Agreement, the parties thereto agreed to, among other things, (i) waive certain existing and potential prospective events of default under the Fourth A&R Credit Agreement in the limited manner set forth therein, (ii) establish new delayed draw term loan commitments in the aggregate amount of $10 million, (iii) establish certain new covenants, (iv) impose the Fourth Restatement Fee (as defined in the Fourth A&R Credit Agreement) in the amount of $4 million, which is capitalized on a pro rata basis in connection with each advance of Fourth Restatement Delayed Draw Term Loans (as defined below), and (v) defer the due date of certain cash payments of principal and interest under the Fourth A&R Credit Agreement.
The Fourth A&R Credit Agreement establishes a new delayed draw term loan commitment of $10 million (the “Fourth Restatement Delayed Draw Term Loan”), which will accrue interest at a variable rate per annum equal to either the Base Rate (as defined in the Fourth A&R Credit Agreement) or the Adjusted Term SOFR (as defined in the Fourth A&R Credit Agreement), plus between 9.00% and 14.00% per annum, which shall be calculated based on the applicable Net EBITDA Leverage Ratio (as defined in the Fourth A&R Credit Agreement). The Fourth Restatement Delayed Draw Term Loan is scheduled to mature on December 30, 2024. The Borrower may prepay the loans under the Fourth A&R Credit Agreement, subject to a prepayment penalty of between 0.00% to 5.00% of the principal amount prepaid, depending on the timing of the prepayment.
In connection with the Fourth A&R Credit Agreement, the Company modified the terms of its Senior Secured Convertible Note Purchase and Guarantee Agreement, dated July 30, 2021 (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Note Purchase Agreement”) pursuant to the Limited Waiver and Consent, Fifth Amendment to Senior Secured Convertible Note Purchase and Guarantee Agreement and Reaffirmation of Note Documents, dated the Effective Date (the “NPA Amendment”), among the Company, ANI, certain of its subsidiaries as guarantors, the purchasers party thereto and the administrative and collateral agent. The Note Purchase Agreement (as amended by the NPA Amendment) and the convertible notes issued under the Note Purchase Agreement (the “Convertible Notes”) were modified to, among other things, (i) waive certain existing and potential prospective events of default under the Note Purchase Agreement in the limited manner set forth therein, (ii) establish certain new covenants consistent with the new covenants under the Fourth A&R Credit Agreement, and (iii) defer the due date of certain cash payments of interest under the Note Purchase Agreement and the Convertible Notes.
The foregoing descriptions of the Fourth Amendment and Restatement Agreement and the NPA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above in Item 1.01 is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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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.
| Dated: December 29, 2023 | Airspan Networks Holdings Inc. | |
| By: | /s/ David Brant | |
| David Brant | ||
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Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
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