ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Pursuant to a Credit Agreement, dated July 15, 2014, as amended (the "Credit Agreement"), by and among Ciena Corporation ("Ciena"), the lenders party thereto and Bank of America, N.A., as administrative agent (the "Administrative Agent"), Ciena maintained an existing senior secured term loan with an outstanding aggregate principal amount of $693 million as of January 23, 2020 and maturing on September 28, 2025 (the "Existing Term Loan").

On January 23, 2020, Ciena, as borrower, and Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC and Blue Planet Software, Inc., as guarantors, entered into a Refinancing Amendment to Credit Agreement with the lenders party thereto and the Administrative Agent (the "Refinancing Agreement"), pursuant to which Ciena consummated a permitted refinancing of the entire outstanding amount of the Existing Term Loan, and in accordance therewith, incurred new senior secured term loans in an aggregate principal amount of $693 million and maturing on September 28, 2025 (the "Refinancing Term Loan"). The proceeds of the Refinancing Term Loan were used in their entirety to refinance the Existing Term Loan. The Refinancing Agreement amends the Credit Agreement and provides that the Refinancing Term Loan will, among other things:



  • mature on September 28, 2025;


  •  amortize in equal quarterly installments in aggregate amounts equal to 0.25%
     of the principal amount of the Refinancing Term Loan as of January 23, 2020,
     with the balance payable at maturity;


  •  be subject to mandatory prepayment provisions upon the occurrence of certain
     specified events substantially similar to the Existing Term Loan, including
     certain asset sales, debt issuances, and receipt of annual Excess Cash Flow
     (as defined in the Credit Agreement);


  •  bear interest, at Ciena's election, at a per annum rate equal to (a) LIBOR
     (subject to a floor of 0.00%) plus an applicable margin of 1.75%, or (b) a
     base rate (subject to a floor of 1.00%) plus an applicable margin of 0.75%;
     and


  •  be repayable at any time at Ciena's election, provided that repayment of the
     Refinancing Term Loan with proceeds of certain indebtedness prior to July 23,
     2020 will require a prepayment premium of 1% of the aggregate principal
     amount of such prepayment.

Except as amended by the Refinancing Agreement, 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 Refinancing Agreement and such description is qualified in its entirety by reference to the Refinancing Agreement, 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 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OR A REGISTRANT

The information set forth under "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated in this Item 2.03 by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

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 Exhibit
 Number                                Description of Document

   10.1            Refinancing Amendment to Credit Agreement, dated January 23, 2020,
                 by and among Ciena Corporation, Ciena Communications, Inc., Ciena
                 Government Solutions, Inc., Ciena Communications International, LLC,
                 Blue Planet Software, Inc., Bank of America, N.A., as administrative
                 agent, and the lenders party thereto.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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