8-KMaterial AgreementsFinancial EventsExhibits & Filings

CIENA CORP 8-K Report, Material Agreement (Jan 23, 2023)

Filed January 23, 2023For Securities:CIEN

Summary

Ciena Corporation (CIEN) announced on January 23, 2023, that it has entered into an Incremental Joinder and Amendment Agreement to its existing Credit Agreement. This agreement allows Ciena to incur a new senior secured term loan facility totaling $500 million, of which approximately $494 million was drawn net of fees and expenses on January 19, 2023. The proceeds from this new loan are designated for general corporate purposes, providing Ciena with additional financial flexibility.

Key Highlights

  • 1Ciena has secured a new $500 million senior secured term loan.
  • 2The net proceeds of approximately $494 million will be used for general corporate purposes.
  • 3The new Incremental Term Loan matures on January 19, 2030, extending Ciena's debt maturity profile.
  • 4The interest rate options for the new loan are SOFR + 2.50% (with a 0% floor) or Base Rate + 1.50% (with a 1.00% floor).
  • 5The new loan has identical terms to the existing senior secured term loan, except for maturity, interest rate, amortization schedule, and prepayment provisions.
  • 6Mandatory prepayments are tied to events such as asset sales, debt issuances, and excess cash flow, similar to the existing term loan.
  • 7A prepayment premium of 1% applies if the new loan is repaid with proceeds from certain indebtedness before July 19, 2023.

Frequently Asked Questions

The primary purpose of the new $500 million senior secured term loan is to provide Ciena with additional capital for general corporate purposes, enhancing its financial flexibility.

The new Incremental Term Loan matures on January 19, 2030, which is later than the existing term loan that matures on September 28, 2025. The new loan will amortize quarterly, with the balance due at maturity.

Ciena has two interest rate options for the new term loan: either SOFR plus a 2.50% margin (with a 0% floor) or a Base Rate plus a 1.50% margin (with a 1.00% floor).

Yes, a prepayment premium of 1% of the aggregate principal amount will be required if the Incremental Term Loan is repaid using proceeds from certain specified indebtedness prior to July 19, 2023. Otherwise, the loan is repayable at Ciena's election.