VONAGE HOLDINGS CORP. (NYSE:VG) Files An 8-K Entry into a Material Definitive Agreement

VONAGE HOLDINGS CORP. (NYSE:VG) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01.Entry into a Material Definitive Agreement

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Item 9.01.

Creation of a Direct Financial Obligation or an Obligation under an off-Balance Sheet Arrangement of a Registrant

On March 11, 2019, Vonage Holdings Corp. (the “Company”) entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “March 2019 Amendment”), by and among the Company, Vonage America Inc. (“Holdings” and, together with the Company, the “Borrowers”), the Lenders (as defined below) party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends that certain Second Amended and Restated Credit Agreement, dated as of July 31, 2018 (the “Credit Agreement”), by and among the Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. The senior secured credit facilities described in the Credit Agreement consist of a $500 million revolving credit facility and a $100 million term loan facility.

Amendment Terms

The following description summarizes the material terms of the March 2019 Amendment:

modification of the definition of “Change of Control” in the Credit Agreement to include a “fundamental change” and “make-whole fundamental change” under and as defined in certain agreements governing indebtedness of Holdings and its subsidiaries;

modification of the definition of “Consolidated EBITDA” in the Credit Agreement to permits the adding back of certain non-cash purchase accounting adjustments and any adjustments as required by the application of certain provisions of the FASB Accounting Standards Codification;

modification of the definition of “Indebtedness” in the Credit Agreement to exclude obligations of Holdings in respect of certain permitted unsecured securities offerings and certain permitted derivative transactions;

modification of the definitions of “Specified Swap Obligation” and “Swap Contract” in the Credit Agreement to exclude certain permitted derivative transactions;

modification of the negative covenants set forth in the Credit Agreement to permit the issuance and conversion of certain unsecured securities offerings, the entry into certain derivative transactions and certain transactions entered into and restricted payments made in connection therewith;

modification of Section 6.11(a)(i) of the Credit Agreement to, among other amendments, increase the financial covenant applicable to the first adjusted covenant period permitted therein from 3.50x for a specified quarter and the three consecutive fiscal quarters thereafter to 3.50x at the end of a specified quarter, 3.75x for the three consecutive fiscal quarters thereafter, 3.50x for the fourth fiscal quarter thereafter and 3.25x for the fifth fiscal quarter thereafter; and

modification of clause (e) of Article VII of the Credit Agreement to exclude certain transactions entered into in connection with certain unsecured securities offerings from triggering an event of default.

The foregoing description of the March 2019 Amendment does not purport to be complete and is qualified in its entirety by reference to the March 2019 Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See accompanying Exhibit Index for a list of the exhibits filed with this Current Report on Form 8-K.

EXHIBIT INDEX

VONAGE HOLDINGS CORP Exhibit
EX-10.1 2 amendmentno1tocreditagreem.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTION COPYAMENDMENT NO. 1Dated as of March 11,…
To view the full exhibit click here

About VONAGE HOLDINGS CORP. (NYSE:VG)

Vonage Holdings Corp. is a provider of cloud communications services for businesses and consumers, and consumer and business communication solutions across multiple devices. For business services customers, the Company provides cloud-based unified communications as a service (UCaaS) solutions, consisting of integrated voice, text, video, data, collaboration and mobile applications over its scalable session initiation protocol (SIP)-based voice over Internet protocol (VoIP) network. It serves a range of business markets, including the small and medium business (SMB), mid-market and enterprise segments. Its business solutions’ product families include Vonage Essentials, based on its call processing platform that is purpose-built for SMB and mid-market customers, and Vonage Premier, based on Broadsoft’s call processing platform in combination with its cloud-based solutions. Its consumer services strategy is focused on the North American markets.

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