Item 1.01 Entry into a Material Definitive Agreement.




Refinancing Transactions

Overview

On February 14, 2020, APX Group, Inc. (the "Issuer" or the "Borrower"), an indirect, wholly owned subsidiary of Vivint Smart Home, Inc. (the "Company" or "Vivint"), issued $600.0 million aggregate principal amount of 6.75% Senior Secured Notes due 2027 (the "Notes"), pursuant to an indenture, dated as of February 14, 2020 (the "Indenture"), among the Issuer, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee") and collateral agent.

Concurrently with the Notes offering, the Issuer amended and restated the credit agreements governing its existing revolving credit facility and existing term loan facility (the "Concurrent Refinancing Transactions"). In connection therewith, the Issuer, among other things, (i) extended the maturity date with respect to certain commitments under the revolving credit facility and increased the aggregate commitments in respect of the revolving credit facility to $350.0 million and (ii) incurred $950.0 million aggregate principal amount of term loans.

Vivint used the net proceeds from the Notes offering and Concurrent Refinancing Transactions, together with the proceeds from its previously announced merger with Mosaic Acquisition Corp. completed on January 17, 2020, to (i) redeem all of the Issuer's outstanding 8.750% Senior Notes due 2020 (the "2020 Notes Redemption"), (ii) redeem all of the Issuer's outstanding 8.875% Senior Secured Notes due 2022 (the "2022 Private Placement Notes Redemption"), (iii) refinance in full the existing borrowings under the Issuer's existing term loan facility and revolving credit facility, (iv) redeem $223.0 million aggregate principal amount of the Issuer's outstanding 7.875% Senior Secured Notes due 2022 (the "Existing 7.875% Notes Redemption" and, together with the 2020 Notes Redemption and the 2022 Private Placement Notes Redemption, the "Redemptions") and (v) pay the related accrued interest, fees and expenses related thereto. The Issuer irrevocably deposited funds with the applicable trustee and/or paying agent to effect the Redemptions and to satisfy and discharge all of the Issuer's remaining obligations under the indenture governing the Issuer's 8.750% Senior Notes due 2020 and the note purchase agreement governing the Issuer's 8.875% Senior Secured Notes due 2022. Vivint intends to use any remaining net proceeds for general corporate purposes, which may include repayment of additional indebtedness.

Senior Secured Notes due 2027

The following is a brief description of the terms of the Notes and the Indenture. Capitalized terms used herein, but not defined herein, will have the meanings given to them in the Indenture.

Interest on the Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2020. Interest on the Notes will accrue from and including February 14, 2020. The Notes will mature on February 15, 2027, or on such earlier date as a result of the operation of certain springing maturity date provisions set forth in the Indenture.

Ranking

The Notes and the guarantees thereof are the Issuer's and the Guarantors' senior secured obligations and rank:





     •    equally in right of payment with all of the Issuer's and the Guarantors'
          existing and future senior obligations (without giving effect to security
          interests); and




     •    senior in right of payment to any of the Issuer's and the Guarantors'
          obligations that are expressly subordinated in right of payment to the
          Notes.

The Notes and the guarantees thereof will be effectively senior to any future indebtedness of the Issuer that is unsecured or secured by Liens on Collateral that are junior to the Liens securing the Notes, in each case, to the extent of the value of the Collateral (after giving effect to Liens securing the Priority Payment Lien Obligations and any other Lien on the Collateral). The Notes and the guarantees thereof will be structurally subordinated to all existing and future liabilities (including trade payables) of the Issuer's subsidiaries that do not guarantee the Notes.

Guarantees and Collateral

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by APX Group Holdings, Inc., the direct parent of the Issuer and the direct, wholly owned subsidiary of the Company ("Holdings"), and each of the Issuer's existing restricted subsidiaries that guarantee indebtedness under the Issuer's revolving credit facility, term loan facility and the Issuer's existing senior secured notes and senior unsecured notes. The Issuer's existing and future foreign subsidiaries are not expected to guarantee the Notes. These guarantees are subject to release under specified circumstances.

The Notes are secured, on a pari passu basis, by the collateral securing obligations under the Issuer's existing senior secured notes, the revolving credit facility and term loan facility, in each case, subject to certain exceptions and permitted liens. Under the terms of the security documents and the intercreditor agreement, the proceeds of any collection, sale, disposition or other realization of collateral received in connection with the exercise of remedies





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(including distributions of cash, securities or other property on account of the value of the collateral in a bankruptcy, insolvency, reorganization or similar proceedings) will be applied first to repay "superpriority" obligations, including borrowings under the Issuer's revolving credit facility, and any additional "superpriority" borrowings that the Issuer is permitted to incur in the future.

Optional Redemption

The Issuer may, at its option, redeem at any time and from time to time prior to February 15, 2023, some or all of the Notes at 100% of the principal amount thereof plus accrued and unpaid interest to the redemption date plus the applicable "make-whole premium." From and after February 15, 2023, the Issuer may, at its option, redeem at any time and from time to time some or all of the Notes at the applicable redemption prices listed in the Indenture. In addition, on or prior to February 15, 2023, the Issuer may, at its option, redeem up to 40% of the Notes issued under the Indenture (including any additional Notes issued thereunder) with the proceeds from certain equity offerings at the redemption price listed in the Indenture.

At any time and from time to time prior to February 15, 2023, the Issuer may at its option redeem during each 12-month period commencing with the issue date up to 10% of the aggregate principal amount of the Notes issued under the Indenture (including any additional Notes issued thereunder), at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, to the redemption date.

Change of Control Offer

Upon the occurrence of specific kinds of change of control, if the Issuer does not redeem the Notes, the holders of the Notes will have the right to require . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.




Item 8.01 Other Events.

On February 14, 2020, the Company issued a press release announcing that the Issuer completed the refinancing transactions described in this report.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                                    Description

10.1           Indenture, dated as of February 14, 2020, among the Issuer, the
             guarantors party thereto and Wilmington Trust, National Association,
             as trustee and collateral agent.

10.2           Amended and Restated Credit Agreement, dated as of February 14,
             2020, among the Borrower, Holdings, each lender from time to time
             party thereto and Bank of America, N.A., as administrative agent.

10.3           Fourth Amended and Restated Credit Agreement, dated as of February
             14, 2020, among the Borrower, Holdings, the other guarantors party
             thereto, each lender from time to time party thereto and Bank of
             America, N.A., as administrative agent, L/C issuer and swing line
             lender.

99.1           Press release issued February 14, 2020.




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