MITEL NETWORKS CORPORATION (NASDAQ:MITL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March9, 2017, Mitel Networks Corporation (the
Registrant or Mitel) completed
a refinancing of its long-term senior debt by entering into a
senior secured credit agreement among Mitel and Mitel U.S.
Holdings, Inc. as the borrowers (the Borrowers),
the lenders named therein, Citizens Bank, N.A., as the
administrative agent, swingline lender and issuing lender,
Citizens Bank, N.A., BMO Capital Markets, Canadian Imperial Bank
of Commerce and HSBC Bank Canada, as joint lead arrangers and
joint bookrunners, Bank of Montreal, Canadian Imperial Bank of
Commerce and HSBC Bank Canada, as co-syndication agents, Bank of
America, N.A., Export Development Canada and KeyBank National
Association as co-documentation agents (the Credit
Agreement). Subject to certain exceptions, all of Mitels
obligations under the New Credit Facilities (as defined below)
are or will be guaranteed by each existing or subsequently
acquired or created wholly owned material subsidiary of Mitel
(the Subsidiary Guarantors and together with the
Borrowers, the Credit Parties), and are or will
be secured on a first priority basis by a perfected first
priority security interest in substantially all tangible and
intangible assets of Mitel and each of such guarantors and in the
equity interests of Mitels and such guarantors direct material
subsidiaries.

The Credit Agreement consists of a US$350million revolving credit
facility, of which US$95million was drawn on the Closing Date (as
defined in the Credit Agreement) and a fully drawn US$150million
term loan facility (each, a Credit Facility and
together, the New Credit Facilities). Proceeds
from the New Credit Facilities were used to repay the
approximately US$239.4million outstanding under Mitels existing
credit facilities, as well as fees and expenses related to the
foregoing.

The US$350million revolving Credit Facility bears interest at
LIBOR or a base rate, at the option of Mitel, plus an applicable
margin which is currently 1.75% for LIBOR loans, with undrawn
commitment fees on the revolving Credit Facility initially being
25 basis points, and the revolving Credit Facility matures on
March9, 2022. The US$150million term loan bears interest at LIBOR
or a base rate at the option of Mitel, plus an applicable margin
which is currently 1.75% for LIBOR loans and the term Credit
Facility matures on March9, 2022. The term Credit Facility
requires repayments of principal in quarterly installments
ranging from approximately 1.25% to 2.50% of the initial term
loan and repayment of the remaining outstanding principal balance
on the maturity date.

The Credit Agreement contains customary default clauses, wherein
repayment of one or more of the New Credit Facilities may be
accelerated in the event of an uncured default. The proceeds from
the issuance of debt, and proceeds from the sale of Mitels
assets, may also be required to be used, in whole or in part, to
make mandatory prepayments under the Credit Agreement.

The Credit Agreement contains affirmative and negative covenants,
including: (a)periodic financial reporting requirements, (b)a
maximum ratio of Consolidated Total Indebtedness (as defined in
the Credit Agreement) net of up to $50million of unrestricted
cash and cash equivalents of the Credit Parties to the trailing
four quarters of Consolidated EBITDA (as defined in the Credit
Agreement) (Leverage Ratio), (c) a minimum ratio
of the trailing four quarters of Consolidated EBITDA to
Consolidated Interest Expense (as defined in the Credit
Agreement) (Coverage Ratio), (d)limitations on
the incurrence of subsidiary indebtedness and also indebtedness
of the borrowers themselves, (e)limitations on liens,
(f)limitations on investments and (g)limitations on the payment
of dividends.

The maximum Leverage Ratio under the Credit Agreement applies to
Mitel for the period ending March31, 2017 and for all fiscal
quarters thereafter as follows:

The minimum Coverage Ratio under the Credit Agreement applies to
Mitel for the period ending March31, 2017 and for all fiscal
quarters thereafter at a required ratio of 3.00:1.00.

The lenders and the agents (and their respective subsidiaries or
affiliates) under the New Credit Facilities have in the past
provided, and may in the future provide, investment banking,
underwriting, lending, commercial banking,

trust and other advisory services to Mitel, its subsidiaries or
affiliates. These parties have received, and may in the future
receive, customary compensation from the Borrowers or their
subsidiaries or affiliates, for such services.

The foregoing description of the Credit Agreement governing the
New Credit Facilities is not complete and is qualified in its
entirety by reference to the full text of the Credit Agreement
which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.

On March9, 2017, contemporaneously with the execution and
delivery of the Credit Agreement governing the New Credit
Facilities, the credit agreement dated April29, 2015, as amended
on September29, 2015, was terminated and all outstanding amounts
thereunder as of such date were repaid with the net proceeds from
the New Credit Facilities. For a full description of the credit
agreement, and the amendment thereto, that was terminated, see
Mitels Current Reports on Form 8-K filed on May1, 2015 and
September29, 2015, respectively.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The disclosure set forth under Item1.01 above is incorporated
herein by reference.

On March9, 2017, Mitel issued the press release attached hereto
as Exhibit 99.1, which is incorporated by reference herein.

The information in this Current Report on Form 8-K under Item
7.01, including Exhibit 99.1 attached hereto, is being furnished
and not filed with the U.S. Securities and Exchange Commission
for purposes of Section18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities under such
section. Furthermore, such information shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, unless specifically identified as being
incorporated therein by reference.

Forward Looking Statements

Some of the statements in this Current Report on Form 8-K are
forward-looking statements (or forward-looking information)
within the meaning of applicable U.S. and Canadian securities
laws. These include statements using the words believe, target,
outlook, may, will, should, could, estimate, continue, expect,
intend, plan, predict, potential, project and anticipate, and
similar statements which do not describe the present or provide
information about the past. There is no guarantee that the
expected events or expected results will actually occur. Such
statements reflect the current views of management of Mitel and
are subject to a number of risks and uncertainties. These
statements

are based on many assumptions and factors, including general
economic and market conditions, industry conditions, operational
and other factors. Any changes in these assumptions or other
factors could cause actual results to differ materially from
current expectations. All forward-looking statements attributable
to Mitel, or persons acting on its behalf, are expressly
qualified in their entirety by the cautionary statements set
forth in this paragraph. Undue reliance should not be placed on
such statements. In addition, material risks that could cause
actual results to differ from forward-looking statements include:
the inherent uncertainty associated with financial or other
projections; the ability to recognize the anticipated benefits
from the divestment of Mitels mobile division; risks associated
with the non-cash consideration received by Mitel in connection
with the divestment of the Mobile division; the impact to Mitels
business that could result from the announcement of the
divestment of the Mobile division; the anticipated size of the
markets and continued demand for Mitel products and services;
access to available financing on a timely basis and on reasonable
terms; Mitels ability to achieve or sustain profitability in the
future; fluctuations in quarterly and annual revenues and
operating results; fluctuations in foreign exchange rates;
current and ongoing global economic instability, political unrest
and related sanctions; intense competition; reliance on channel
partners for a significant component of sales; dependence upon a
small number of outside contract manufacturers to manufacture
products; and, Mitels ability to successfully implement and
achieve its business strategies, including its growth of the
company through acquisitions and the integration of recently
acquired businesses and realization of synergies. Additional
risks are described under the heading Risk Factors in Mitels
Annual Report on Form 10-K for the year ended December31, 2016
filed with the U.S. Securities and Exchange Commission (the SEC)
and Canadian securities regulatory authorities on March1, 2017.
Forward-looking statements speak only as of the date they are
made. Except as required by law, Mitel has no intention or
obligation to update or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect
actual results, future events or developments, changes in
assumptions or changes in other factors affecting the
forward-looking statements.

About MITEL NETWORKS CORPORATION (NASDAQ:MITL)

Mitel Networks Corp is a Canada-based provider of business communications and collaboration software, services and solutions. The Company operates through three segments: Enterprise, Cloud and Mobile. The Enterprise segment sells and supports products and services for premise-based customers. The Cloud segment sells and supports products that are deployed in a cloud environment. The Mobile segment sells and supports software-based telecommunications networking solutions that enable mobile service providers to deliver IP-based voice, video, rich communications and enhanced messaging services to their subscribers. The Company’s product portfolio includes premises and cloud-based enterprise communications infrastructure products and solutions, unified communications and collaboration (UCC) and contact center applications and a range of service offerings.

MITEL NETWORKS CORPORATION (NASDAQ:MITL) Recent Trading Information

MITEL NETWORKS CORPORATION (NASDAQ:MITL) closed its last trading session 00.00 at 6.94 with 327,857 shares trading hands.