UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pursuant to the ABL Credit Agreement, dated October 28, 2019 (the “Credit Agreement”), by and among Ciena Corporation (“Ciena”), Ciena Communications, Inc. (“CCI”), Ciena Government Solutions, Inc. (“CGSI”) and Ciena Canada, ULC (“Ciena Canada”), the lenders party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”), Ciena maintains an existing senior secured asset-based revolving credit facility of up to $300 million (the “Credit Facility”).
On February 10, 2023, Ciena, CCI, CGSI and Ciena Canada, as borrowers, and Ciena Communications International, LLC and Blue Planet Software, Inc., as guarantors, entered into a First Amendment to ABL Credit Agreement with the lenders party thereto and the Administrative Agent (the “First Amendment”), pursuant to which, among other things, (x) the reference rate for the Credit Facility was changed from LIBOR to the Secured Overnight Financing Rate and (y) the maturity date of the Credit Facility was extended from October 28, 2024 to September 28, 2025 (the “Scheduled Maturity Date”), which maturity date shall be subject to a springing earlier maturity date (the “Springing Maturity Date”) that is 30 days prior to the maturity date of Ciena’s existing senior secured term loan due September 28, 2025 (the “2025 Term Loan”), unless, among other exceptions, on or prior to the Springing Maturity Date, (i) the maturity date of the 2025 Term Loan is extended to a date that is at least 91 days after the Scheduled Maturity Date, or (ii) the 2025 Term Loan is refinanced with new debt with a scheduled maturity date that is at least 91 days after the Scheduled Maturity Date.
Except as amended by the First Amendment, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing does not purport to be a complete description of the terms of the First Amendment and such description is qualified by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
| (d) | The following exhibits are being filed herewith: |
| Exhibit |
Description of Document | |
| 10.1 | First Amendment to ABL Credit Agreement, dated February 10, 2023, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Ciena Canada ULC, as borrowers, Ciena Communications International, LLC and Blue Planet Software, Inc., as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Ciena Corporation | ||||||
| Date: February 15, 2023 | By: | /s/ Sheela Kosaraju | ||||
| Sheela Kosaraju | ||||||
| Senior Vice President, General Counsel and Assistant Secretary | ||||||