Item 1.01 Entry into a Material Definitive Agreement.

Third Amended & Restated Credit Agreement



On March 30, 2021, Ubiquiti Inc. (formerly known as Ubiquiti Networks, Inc.)
(the "Company"), as borrower and certain domestic subsidiaries entered into an
amended and restated credit agreement (the "Credit Agreement") with Wells Fargo
Bank, National Association ("Wells Fargo"), the other financial institutions
named as lenders therein, and Wells Fargo as administrative agent and collateral
agent for the lenders, that provides for a $700 million senior secured revolving
credit facility and a $500 million senior secured term loan facility
(collectively, the "Facilities"), with an option to request increases in the
amounts of such credit facilities by up to an additional $500 million in the
aggregate, plus the amount by which the revolving facility is optionally prepaid
other than with indebtedness (with an accompanying permanent optional reduction
in the revolving credit commitment under the Credit Agreement), plus an amount
of additional indebtedness that would not cause the consolidated secured
leverage ratio to exceed 2.50 to 1.00, subject to the Company's pro forma
compliance with financial covenants, the administrative agent's approval, the
Company obtaining commitments for such increase and other customary conditions.

The revolving credit facility includes a sub-limit of $25 million for letters of
credit and a sub-limit of $25 million for swingline loans. The Facilities
replace the Company's existing $700 million senior secured revolving credit
facility and $500 million senior secured term loan facility (collectively, the
"Existing Facility") under the credit agreement dated as of January 17, 2018 (as
amended by that certain First Amendment, dated as of June 29, 2018, that certain
Second Amendment, dated as of March 15, 2019 and that certain Third Amendment,
dated as of September 9, 2019), among the Company, the lenders party thereto and
Wells Fargo, as administrative agent for the lenders, which has been terminated
in connection with the new Credit Agreement. The Facilities are available for
working capital and general corporate purposes that comply with the terms of the
Credit Agreement, including to finance the repurchase of the Company's common
stock or to make dividends to the holders of the Company's common stock. Under
the Credit Agreement, revolving loans and swingline loans may be borrowed,
repaid and reborrowed until March 30, 2026, at which time all amounts borrowed
must be repaid. The term loan facility was drawn in full at closing, with a
portion thereof used to refinance the Existing Facility, and matures on March
30, 2026.

The term loan is payable in quarterly installments of 1.25% of the original
principal amount of the term loan, commencing with the quarter ending June 30,
2021. Revolving, swingline and term loans may be prepaid at any time without
penalty. Revolving and term loans bear interest, at the Company's option, at
either (i) a floating rate per annum equal to the base rate plus a margin of
between 0.50% and 1.25%, depending on the Company's consolidated total leverage
ratio as of the most recently ended fiscal quarter or (ii) a floating per annum
rate equal to the applicable LIBOR rate (or replacement rate) for a specified
period, plus a margin of between 1.50% and 2.25%, depending on the Company's
consolidated total leverage ratio as of the most recently ended fiscal quarter.
Swingline loans bear interest at a floating rate per annum equal to the base
rate plus a margin of between 0.50% and 1.25%, depending on the Company's
consolidated total leverage ratio as of the most recently ended fiscal quarter.
Base rate is defined as the greatest of (A) Wells Fargo's prime rate, (B) the
federal funds rate plus 0.50% or (C) the applicable LIBOR rate (or replacement
rate) for a period of one month plus 1.00%. A default interest rate shall apply
on all obligations during certain events of default under the Credit Agreement
at a rate per annum equal to 2.00% above the applicable interest rate. The
Company will pay to each lender a facility fee on a quarterly basis based on the
unused amount of each lender's commitment to make revolving loans, of between
0.20% and 0.35%, depending on the Company's consolidated total leverage ratio as
of the most recently ended fiscal quarter. The Company will also pay to the
applicable lenders on a quarterly basis certain fees based on the daily amount
available to be drawn under each outstanding letter of credit, including
aggregate letter of credit commissions of between 1.50% and 2.25%, depending on
the Company's consolidated total leverage ratio as of the most recently ended
fiscal quarter, and issuance fees of 0.125% per annum. The Company is also
obligated to pay Wells Fargo, as agent, fees customary for a credit facility of
this size and type.

The Credit Agreement requires the Company to maintain during the term of the
Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a
minimum consolidated interest coverage ratio of 3.50 to 1.00. In addition, the
Credit Agreement contains customary affirmative and negative covenants,
including covenants that limit or restrict the ability of the Company and its
subsidiaries to, among other things, grant liens or enter into agreements
restricting their ability to grant liens on property, enter into mergers,
dispose of assets, change their accounting or reporting policies, change their
business and incur indebtedness, in each case subject to customary exceptions
for a credit facility of this size and type. The Credit Agreement includes
customary events of default that include, among other things, non-payment of
principal, interest or fees, inaccuracy of representations and warranties,
violation of covenants, cross default to certain other indebtedness, bankruptcy
and insolvency events, material judgments, change of control and certain ERISA
events. The occurrence of an event of default could result in the acceleration
of the obligations under the Credit Agreement.


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The obligations of the Company and certain domestic subsidiaries under the
Credit Agreement are required to be guaranteed by such domestic subsidiaries
(the "Domestic Guarantors") and are collateralized by substantially all assets
(excluding intellectual property) of the Company and the Domestic Guarantors.

Wells Fargo and the lenders and other financial institutions party to the Credit
Agreement, and certain of their respective affiliates, have provided, and in the
future may provide, financial, banking and related services to the Company.
These parties have received, and in the future may receive, compensation from
the Company for these services.

The foregoing is a summary description of certain terms of the Credit Agreement
and does not purport to be complete, and it is qualified in its entirety by
reference to the full text of the Credit Agreement, which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 1.02   Termination of a Material Definitive Agreement.

The description of the Credit Agreement set forth under Item 1.01 is incorporated into this Item 1.02 by reference.




Item 2.03        Creation of a Direct Financial Obligation or an Obligation under an
                 Off-Balance Sheet Arrangement of a Registrant.

The description of the Credit Agreement set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Number           Description

                           Third Amended and Restated Credit Agreement, dated as of March 3    0    ,
                         2021, by and among Ubiquiti Inc. as borrower,

certain domestic subsidiaries of


       10.1              the borrower, as guarantors, the lenders and other

financial institutions


                         party thereto and Wells Fargo Bank, National

Association, as administrative


                         agent    .
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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