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

On August 11, 2022, 8×8, Inc. (the “Company”) has issued approximately $202 million
aggregate principal amount of its 4.00% Senior Convertible Notes due 2028 (the “New Notes”), pursuant to a trust indenture dated August 11, 2022 (the “Deed”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Company issued the New Bonds and paid approximately
$182 million in cash in exchange for approximately $404 million
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 $60 million shares of the Company’s common stock (the “Redemption”) in privately negotiated transactions with existing holders of the 2024 Notes who participated in the exchange, at a price per share of $5.61equal to the closing price of the ordinary shares of the Company on August 3, 2022. Such Redemptions could increase or prevent a decrease in the market price of the ordinary shares of the Company or of the New Bonds.

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 February 1st and August 1starting the
February 1, 2023to holders registered at the close of business the previous day
January 15 and July 15th, respectively. The New Bonds will mature on February 1, 2028, unless they are converted, redeemed or redeemed earlier. The initial conversion rate is 139.8064 ordinary shares of the Company per $1,000 principal amount of the New Bonds (equivalent to an initial conversion price of approximately $7.15 per share), subject to customary adjustments. The New Notes will be convertible into cash, ordinary shares of the Company or a combination of cash and shares of the Company, at the option of the Company.

On or after August 6, 2025the Company may, at its option, redeem for cash all or part of the New Bonds only subject to the satisfaction of certain conditions and during certain periods, including if the last declared sale price of the ordinary shares of the Company is greater than or equal to at 130% of the conversion price during certain specified periods.

Before the close of business on the immediately preceding business day
November 15, 2027the New Bonds will be convertible at the option of the holders at any time during any fiscal quarter beginning after the fiscal quarter ending on
December 31, 2022 (and only during such fiscal quarter) only upon the satisfaction of certain conditions and during certain periods, including if the last declared sale price of the ordinary shares of the Company is greater than or equal to 130% of the conversion price for certain specified periods. Thereafter, holders of the New Bonds may convert their New Bonds at their option at any time until the close of business on the second Scheduled Dealing Day (as defined in the Deed) immediately preceding the maturity date.

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.

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Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


term loan

As previously disclosed in the Company’s current Form 8-K report filed with the SECOND on August 4, 2022the Company has entered into a term credit agreement with Wilmington Savings Fund SocietyFSB, as administrative agent, and certain subsidiaries of Francisco Partners as lenders (the “Credit Agreement”). The financing of the loans under the credit agreement took place on
August 10, 2022and $250 million total principal was deemed to be borrowed. The funds were used as described in the current report on Form 8-K filed by the company with the SECOND on August 4, 2022which is incorporated by reference into this Section 2.03.

Indenture

The information set out in Section 1.01 is incorporated by reference into this Section 2.03.

Item 3.02. Unrecorded sales of Equity securities.

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.


On August 3, 2022, the Company has issued a press release announcing the exchange, redemption and related transactions. The original press release contained a typographical error indicating that the Company may redeem any or all of the New Bonds, at its option, on or after August 3, 2025, under certain conditions. As set forth in Section 1.01, under the Indenture, the Company may redeem any or all of the New Bonds, at its option, on or after August 6, 2025under certain conditions.

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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