UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 3, 2020, Juniper Networks, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as managers of the several underwriters listed in Schedule II thereto (the “Underwriters”), relating to the issuance and sale by the Company of $400 million aggregate principal amount of its 1.200% Senior Notes due 2025 (the “2025 Notes”) and $400 million aggregate principal amount of its 2.000% Senior Notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”), pursuant to the Company’s Registration Statement on Form S-3 (No. 333-233090) (the “Registration Statement”), including the prospectus contained therein, filed by the Company with the Securities and Exchange Commission (“the Commission”) under the Securities Act of 1933, as amended, as supplemented by the preliminary prospectus supplement filed with the Commission on December 3, 2020 and the prospectus supplement filed with the Commission on December 4, 2020.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
A copy of a press release announcing the pricing of the Notes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description | |
| 1.1 | ||
| 99.1 | Press release announcing pricing of notes offering issued by Juniper Networks, Inc. on December 3, 2020 | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
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.
| Juniper Networks, Inc. | |||
| December 4, 2020 | By: | /s/ Brian M. Martin | |
| Name: | Brian M. Martin | ||
| Title: | Senior Vice President and General Counsel | ||