8X8 INC /DE/: entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, other events , Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
Contract of trust and senior convertible bonds due 2028
aggregate principal amount of its 4.00% Senior Convertible Notes due 2028 (the “New Notes”), pursuant to a trust indenture dated
the aggregate principal amount of the Company’s outstanding 0.50% Senior Convertible Notes due 2024 (the “2024 Notes”) pursuant to privately negotiated agreements (the “Exchange Agreements”) with a number limited number of existing holders of the 2024 Bonds who are both “Qualified Investor Institutional Bonds” (within the meaning of rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and “purchasers” (as defined in Rule 144A of the Securities Act) (such existing holders, “exchange participants” and such Exchange Transactions, the “Exchange”).
As part of the exchange, the Company purchased a total of approximately
The following is a brief description of the terms of the New Notes and the Deed of Trust. The description of the Indenture is qualified in its entirety by reference to the full and complete terms of the Indenture, which is attached hereto as Schedule 4.1 and incorporated herein by reference.
The New Bonds are senior bonds of the Company which accrue interest payable semi-annually in arrears on each
On or after
Before the close of business on the immediately preceding business day
Holders of New Bonds may instruct the Company to redeem their New Bonds upon the occurrence of a Fundamental Change (as defined in the Indenture) at a purchase price equal to the principal amount thereof. plus accrued and unpaid interest, but excluding the Redemption Date. In addition, in connection with certain corporate events or if the Company issues a redemption notice, a Fundamental Change will, in certain circumstances, increase the conversion rate for holders who elect to convert their New Notes in connection with such corporate event. or during the relevant redemption period.
The Indenture contains customary covenants and covenants, including that upon the occurrence and continuance of certain Events of Default, either the Trustee or the holders of not less than 25% of the aggregate Principal Amount of the New Notes then in outstanding may declare the aggregate principal amount of all New Bond Notes, and accrued interest on such New Bonds, if any, to be immediately due and payable. In the event of default under specified bankruptcy events involving the Company, the New Bonds will become due and payable immediately.
Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed in the Company’s current Form 8-K report filed with the
The information set out in Section 1.01 is incorporated by reference into this Section 2.03.
Item 3.02. Unrecorded sales of
The new notes were issued to participants in the exchange pursuant to private placements pursuant to the registration exemption provided by section 4(a)(2) of the Securities Act. The Company has relied on this registration exemption based in part on representations made by participants in the exchange. The information set out in point 1.01 above is incorporated by reference in this point 3.02.
Item 8.01. Other Events.
Item 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of
August 11, 2022, between 8x8, Inc.and Wilmington Trust, National Association, as trustee 4.2 Form of 4.00% Convertible Senior Notes due 2028 (included in Exhibit 4.1) 104 Cover Page Interactive Data File (embedded as Inline XBRL document)
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