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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2024
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
______________________________________
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Delaware | | 001-33278 | | 20-5961564 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
200 Parker Dr., Suite C100A, Austin, Texas 78728 |
(Address of principal executive offices, including zip code) |
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| | (408)-941-7100 | | |
Registrant’s telephone number, including area code |
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | AVNW | | NASDAQ Stock Market LLC |
Preferred Share Purchase Rights | | | | NASDAQ Stock Market LLC |
☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2024, Aviat Networks, Inc., a Delaware corporation (the “Company,” “Aviat”, “we,” “us,” or “our”) entered into a Second Amendment to Credit Agreement (the “Credit Agreement Amendment”), with Aviat U.S., Inc. (“Opco” and together with the Company the “U.S. Borrowers”), Aviat Networks (S) Pte. Ltd. (the “Singapore Borrower” and together with the Company and Opco, the “Borrowers”) and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender and Wells Fargo Securities LLC, Citigroup Global Markets Inc., and Regions Capital Markets as joint lead arrangers and joint bookrunners (the “Lender”).
The Credit Agreement Amendment amends and modifies that certain Secured Credit Facility Agreement dated May 9, 2023, by and among the Company, the Borrowers, and the Lender (as amended, the “Loan Facility” or the “Credit Agreement”). The Credit Agreement Amendment provided for changes and modifications to the Credit Agreement, which include, among other things, (i) changes to certain payment term mechanics, (ii) a commitment by certain members of the Lender to make term loans in the aggregate principal amount of $75,000,000 for the purpose of refinancing the Delayed Draw Term Loans (as that term is defined in the Credit Agreement) currently outstanding under the Credit Agreement, and (iii) an increase in the Revolving Credit Commitments (as that term is defined in the Credit Agreement) to $75,000,000 in the aggregate.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
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10.1*#¥ | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* | Furnished herewith. |
# | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC on request. |
¥ | Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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| | AVIAT NETWORKS, INC. |
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Date: October 22, 2024 | | By: | | /s/ Michael Connaway |
| | | | Name: | | Michael Connaway |
| | | | Title: | | Senior Vice President and Chief Financial Officer |