Item 1.01 Entry into Material Definitive Agreement.
On March 5, 2020, DASAN Network Solutions, Inc. ("DNS Korea"), a corporation
organized under the laws of the Republic of Korea, and an indirect, wholly owned
subsidiary of DASAN Zhone Solutions, Inc. (the "Company"), entered into a Loan
Agreement (the "Loan Agreement") with DASAN Networks, Inc. ("DNI"), a
corporation organized under the laws of the Republic of Korea (the "March 2020
DNI Loan"). DNI is a significant stockholder of the Company, holding
approximately 44.4% of the Company's outstanding common stock. In addition, DNI,
itself or through its affiliates, is an existing lender to, and a party to
various commercial arrangements with, the Company and certain of its
subsidiaries. The Company's various relationships with DNI and its affiliates is
more particularly described in the Company's periodic reports filed with the
Securities and Exchange Commission ("SEC") from time to time, including its most
recent Quarterly Report on Form 10-Q filed with the SEC on November 13, 2019.
The March 2020 DNI Loan was negotiated and approved on behalf of the Company and
certain of its subsidiaries by a special committee of the Board of Directors of
the Company (the "Special Committee") consisting of directors, each of whom was
determined to be independent from DNI. The March 2020 DNI Loan consists of a
term loan in the amount of KRW 22.4 billion (US$18.5 million) with interest
payable semi-annually at an annual rate of 4.6% and maturing on March 11, 2022.
Except upon the occurrence of an event of default and acceleration of the loan
following such event of default, no principal payments are due on the March 2020
DNI Loan until the maturity date, but DNS Korea may prepay the loan, or a
portion thereof, without penalty or premium.
In connection with and as security for the Loan Agreement, on March 5, 2020, DNS
Korea entered into an Intellectual Property Pledge Agreement with DNI (the "IP
Agreement") and DNS Korea and its sole stockholder, DASAN Network Solutions,
Inc., a California corporation ("DNS California") entered into a Share Pledge
Agreement with DNI (the "Share Pledge Agreement," and together with the Loan
Agreement and the IP Agreement, the "Loan Documents"). Pursuant to the Loan
Documents, DNS Korea granted a security interest in favor of DNI over certain
assets of DNS Korea, including its intellectual property assets, personal
property assets and inventory, and DNS California pledged all of the outstanding
shares of DNS Korea to DNI.
The Company anticipates that the March 2020 DNI Loan will be funded, and the
proceeds thereof disbursed to DNS Korea, on or about March 12, 2020. The Company
intends to utilize a portion of the proceeds received from the March 2020 DNI
Loan to pay off and terminate the obligations of the Company and its
subsidiaries under that certain Revolving Credit, Term Loan, Guaranty and
Security Agreement and that certain Export-Import Revolving Credit, Guaranty and
Security Agreement, in each case dated February 27, 2019 with PNC Bank, National
Association ("PNC Bank") and Citibank, N.A. as lenders, and PNC Bank as agent
for the lenders.
The foregoing description of the March 2020 DNI Loan and the Loan Documents is
qualified in its entirety by reference to the English-language translations of
the Loan Agreement, the IP Agreement and the Share Pledge Agreement, which are
filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on
Form 8-K.
Forward-Looking Statements
This report contains forward-looking statements regarding future events that are
subject to the safe harbors created under the Securities Act of 1933 and the
Securities Exchange Act of 1934. These statements are based on current
expectations and reflect the beliefs and assumptions of the Company's management
as of the date hereof. Words such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "forecast," "goal," "intend," "may," "plan,"
"project," "seek," "should," "target," "will," "would," variations of such
words, and similar expressions are intended to identify forward-looking
statements. The Company's actual results could differ materially and adversely
from those expressed in or contemplated by the forward-looking statements.
Factors that could cause actual results to differ include, but are not limited
to, the performance by DNI of its obligations under the Loan Documents; the
effects that the COVID-19, or coronavirus, may have on international commerce
generally, or our business specifically, including as a result of travel bans
related thereto, disruption of supply chain and softening of demand for our
products. In addition, please refer to the risk factors contained in the
Company's SEC filings available at www.sec.gov, including without limitation,
the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K. Readers are cautioned not to place undue reliance
on any forward-looking statements, which speak only as of the date on which they
are made. The Company undertakes no obligation to update or revise
any forward-looking statements for any reason.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated by
reference in its entirety into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Loan Agreement dated March 3, 2020 and entered into as of March 5, 2020
by and between DNI and DNS Korea.
10.2 Intellectual Property Pledge Agreement dated March 3, 2020 and entered
into as of March 5, 2020 by and between DNI and DNS Korea.
10.3 Share Pledge Agreement dated March 3, 2020 and entered into as of March
5, 2020 by and among DNI, DNS California and DNS Korea.
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