8-K

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): September 25, 2020

AVAYA HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38289	26-1119726
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification Number)
4655 Great America Parkway
Santa Clara,	California		95054
(Address of Principal Executive Office)			(Zip Code)

Registrant's telephone number, including area code: (908) 953-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 ____________________

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))

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 of this chapter).

Emerging growth company ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AVYA	New York Stock Exchange

Item 1.01 Entry into a Material Definitive Agreement

Bond Offering

On September 25, 2020, Avaya Inc. (the “Company”), a Delaware corporation and a wholly-owned subsidiary of Avaya Holdings Corp. (“Avaya”), closed its previously announced offering (the “Offering”) of $1 billion aggregate principal amount of its 6.125% Senior First Lien Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of September 25, 2020 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent. Interest is payable on the Notes on March 15 and September 15 of each year, commencing on March 15, 2021 until their maturity date of September 15, 2028 (the “Maturity Date”).

The Indenture and the Notes provide, among other things, that the Notes are the Company’s senior secured obligations. The Notes are guaranteed on a senior secured basis by Avaya and each of the Company’s wholly-owned domestic subsidiaries that guarantee the Company’s term loan credit facility (the “Term Loan Facility”) under the Company’s Term Loan Credit Agreement dated as of December 15, 2017 (as amended by that Amendment No. 1 dated as of June 18, 2018, the “Term Loan Credit Agreement”) and asset-based revolving credit facility (“ABL Facility”) under the Company’s ABL Credit Agreement dated as of December 15, 2017 (the “ABL Credit Agreement”). The Notes and related guarantees will be secured on a first lien basis by substantially all assets of the Company and the Guarantors (other than any Excluded Collateral (as defined in the Indenture) or ABL Priority Collateral (as defined below)) which assets will also secure the Company’s and each Guarantor’s obligations under the Term Loan Facility ratably on a pari passu basis, subject to permitted liens. The Notes and related guarantees will be also be secured on a second-lien basis ratably on a pari passu basis with the Term Loan Facility, subject to permitted liens, by certain of the assets of the Company and the Guarantors that secure obligations under the ABL Facility on a first-lien basis (the “ABL Priority Collateral”).

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to the Company or the Guarantors; enter into certain transactions with the Company’s affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of the Company’s or the Guarantors’ assets. These covenants are subject to a number of important exceptions and qualifications.

The Company may redeem the Notes at any time, in whole or in part, prior to the Maturity Date. The redemption price for Notes that are redeemed before September 15, 2023 will be equal to 100% of the principal amount thereof, together with any accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a make-whole premium. The redemption price for Notes that are redeemed on or after September 15, 2023 will be equal to the redemption prices set forth in the Indenture, together with any accrued and unpaid interest if any, to, but excluding, the redemption date. In addition, the Company may redeem up to 40% of the Notes using the proceeds of certain equity offerings completed before September 15, 2023.

The Indenture contains customary events of default.

The Notes and the related guarantees were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and the related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Unless so registered, the Notes and the related guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. The Company and Avaya do not intend to file a shelf registration statement for the resale of the Notes and the related guarantees.

Term Loan Credit Agreement Amendment

On September 25, 2020, the Company also entered into that certain Amendment No. 2 to the Term Loan Credit Agreement (the “Amendment No. 2”), pursuant to which the maturity of $800 million in principal amount of the first lien term loans outstanding under the Term Loan Credit Agreement was extended from December 2024 to December 2027. The Amendment No. 2 also made certain other changes to the Term Loan Credit Agreement, including with respect to the change of control provisions in the Term Loan Credit Agreement.

Concurrently with the effectiveness of the Amendment No. 2, the Company also used the proceeds of the Notes to repurchase and prepay the first lien term loans in an aggregate principal amount of $980,812,500 that did not extend their maturity pursuant to such Amendment No. 2.

ABL Credit Agreement Amendment

On September 25, 2020, the Company also entered into that certain Amendment No. 1 to the ABL Credit Agreement (the “Amendment No. 1”), pursuant to which the maturity of the ABL Facility was extended from December 2022 to September 2025, subject to customary adjustments to the extent certain indebtedness matures prior to such date. The total commitments under the ABL Facility were also reduced from $300 million to $200 million. The extended ABL Facility will bear interest rate pursuant to a pricing grid with LIBOR interest margins ranging from 1.75% to 2.25%, determined based on the historical excess availability under the ABL Facility.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

Closing Press Release

On September 25, 2020, Avaya issued a press release to announce the closing of the Offering, the partial repayment of the Term Loan Facility and the amendments of the Term Loan Facility and the ABL Facility. A copy of this press release is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit	Exhibit Name
99.1	Press Release, dated September 25, 2020, entitled “Avaya Announces Closing of its Senior First Lien Notes Offering, Offer to Repurchase and Extend Maturity of First Lien Term Loans and Extension of Maturity of ABL Facility.”
104	Cover Page Interactive Data File (formatted as inline XBRL).

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.

		AVAYA HOLDINGS CORP.
Date: September 25, 2020	By:	/s/ Kieran J. McGrath
	Name:	Kieran J. McGrath
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

For media inquiries: For investor inquiries: Forrest Monroy Mike McCarthy fwmonroy@avaya.com mikemccarthy@avaya.com Avaya Announces Closing of its Senior First Lien Notes Offering, Offer to Repurchase and Extend Maturity of First Lien Term Loans and Extension of Maturity of ABL Facility Santa Clara, Calif. - September 25, 2020 - Avaya Holdings Corp. (NYSE: AVYA) (“Avaya”) today announced that its wholly-owned subsidiary, Avaya Inc. (the “Company”) has closed its previously announced private offering (the “offering”) of $1 billion in aggregate principal amount of Senior First Lien Notes due 2028 (the “notes”). The notes bear cash interest at a rate of 6.125% per annum, payable semi-annually on March 15 and September 15, beginning on March 15, 2021. The notes are the Company’s senior secured obligations and are guaranteed on a senior secured basis by Avaya and each of the Company’s wholly- owned domestic subsidiaries that guarantee the Company’s term loan and asset-based revolving credit facilities. The Company used the proceeds from the offering to repay and/or repurchase outstanding indebtedness under its existing senior secured first lien term loans due December 2024 (“Existing First Lien Term Loans”) and pay related fees, costs, and expenses. In addition, $800 million in principal amount of the Existing First Lien Term Loans that were not repaid/repurchased extended their maturity from December 2024 to December 2027. Concurrently with the transactions above, the Company extended the maturity of its asset-based revolving facility from December 2022 to September 2025 and reduced the commitments thereunder from $300 million to $200 million. “These transactions represent a significant step towards optimizing our capital structure,” said Kieran McGrath, EVP and CFO of Avaya. “We extended the weighted average tenor of our capital structure to over 6 years from 4 years and at the same time staggered our maturity profile, which provides us with greater flexibility in the future.” The notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the notes and the related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Avaya Businesses are built by the experiences they provide, and every day millions of those experiences are delivered by Avaya Holdings Corp. (NYSE: AVYA). Avaya is shaping what's next for the future of work, with innovation and partnerships that deliver game-changing business benefits. Our cloud communications solutions and multi-cloud application ecosystem power personalized, intelligent, and effortless customer and employee experiences to help achieve strategic ambitions and desired outcomes. Together, we are committed to help grow your business by delivering Experiences that Matter. Cautionary Note Regarding Forward-Looking Statements This press release contains certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," “our vision,” "plan," "potential," "preliminary," "predict," "should," "will," or “would” or the negative thereof or other variations thereof or comparable terminology. Avaya has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While Avaya believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. The factors are discussed in Avaya’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) available at www.sec.gov, and may cause Avaya’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Avaya cautions you that the list of important factors included in Avaya’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Avaya undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

XML

Document and Entity Information Document	Sep. 25, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 25, 2020
Entity Registrant Name	AVAYA HOLDINGS CORP.
Entity Central Index Key	0001418100
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38289
Entity Tax Identification Number	26-1119726
Entity Address, Address Line One	4655 Great America Parkway
Entity Address, City or Town	Santa Clara,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	908
Local Phone Number	953-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AVYA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false