8-KMaterial AgreementsFinancial EventsExhibits & Filings

CIENA CORP 8-K Report, Material Agreement (Oct 31, 2019)

Filed October 31, 2019For Securities:CIEN

Summary

CIENA CORP (CIEN) has filed an 8-K report detailing the entry into a new senior secured asset-based revolving credit facility (ABL Credit Facility) totaling up to $300 million, with an option to increase to $450 million. This new facility, provided by Bank of America, N.A. as administrative agent, replaces their previous credit agreement with Deutsche Bank, which was terminated on October 28, 2019. The new facility is set to mature on October 28, 2024, and will be used for general corporate purposes, including supporting letters of credit. The ABL Credit Facility's availability is tied to the company's eligible inventory, cash, and accounts receivable. The agreement includes customary covenants and restrictions, such as limitations on dividends and debt incurrence, and requires a minimum consolidated fixed charge coverage ratio under certain conditions. This refinancing provides CIENA with updated financing arrangements and demonstrates continued access to credit markets.

Key Highlights

  • 1CIENA established a new $300 million senior secured asset-based revolving credit facility (ABL Credit Facility), with an option to expand to $450 million.
  • 2The new facility replaces the previous Deutsche Bank Credit Agreement, which was terminated on October 28, 2019.
  • 3The ABL Credit Facility matures on October 28, 2024.
  • 4Availability under the credit facility is based on the company's eligible inventory, cash, and accounts receivable.
  • 5The facility can be used for general corporate purposes and to support the issuance of letters of credit.
  • 6Customary covenants, including limitations on dividends and debt, are included in the new credit agreement.
  • 7A minimum consolidated fixed charge coverage ratio is required when excess availability falls below certain thresholds.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Ciena's entry into a new senior secured asset-based revolving credit facility (ABL Credit Facility) for up to $300 million, which replaces their previous credit agreement.

The new ABL Credit Facility is for up to $300 million (expandable to $450 million) and replaces the Deutsche Bank Credit Agreement. The previous agreement was terminated, with no loans outstanding at the time of termination, and its maturity date would have been December 31, 2020.

The facility has a maturity date of October 28, 2024. Interest rates are based on either LIBOR or a base rate plus a margin, depending on the company's election and utilization. A commitment fee of 0.25% per annum is charged on the unused portion. Availability is determined by a borrowing base calculation based on eligible inventory, cash, and accounts receivable.

The credit agreement includes customary covenants that limit Ciena's ability to pay cash dividends, incur additional debt, create liens, repurchase stock, engage in certain affiliate transactions, merge, or dispose of assets, subject to certain exceptions and conditions. A minimum consolidated fixed charge coverage ratio of 1.0 to 1.0 is required when excess availability under the facility is low.