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 June 30, 2023, Airspan Networks Holdings Inc. (the “Company”), DBFIP ANI LLC (“Fortress”), Airspan Networks Inc. (the “ANI”), Airspan IP Holdco LLC, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks Ltd. and Airspan Japan KK entered into a letter agreement (the “Amendment”), which amended (a) that certain Second Amended and Restated Credit Agreement, dated as of May 18, 2023, by, among others, the Company, ANI, certain subsidiaries of the Company as guarantors (the “Subsidiary Guarantors” and together with ANI and the Company, the “Airspan Parties” and each, an “Airspan Party”), the lenders party thereto and Fortress, as administrative agent (the “Administrative Agent”) and collateral agent on behalf of the secured parties thereunder (together with its successors and assigns in such capacity, the “Term Loan Agent”) (as amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) and (b) that certain Senior Secured Convertible Note Purchase and Guarantee Agreement, dated as of July 30, 2021 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to such date, the “Note Purchase Agreement”), by, among others, the Company, as issuer, ANI, the Subsidiary Guarantors as guarantors, each of the purchasers party thereto, and Fortress, as agent, collateral agent and trustee for the Secured Parties (each as defined in the Note Purchase Agreement).
The Amendment updated the Credit Agreement and Note Purchase Agreement to add the following Performance Milestone (as defined in the Credit Agreement and Note Purchase Agreement): By not later than November 30, 2023 (or such later date agreed to by the Administrative Agent in writing in its sole discretion, the “M&A Deadline”), one or more of the Airspan Parties shall have entered into a bona fide letter of intent and an exclusivity agreement for a sale of the Airspan Parties or their assets, or refinancing, which will result in net cash proceeds upon closing sufficient to repay all of the then outstanding Obligations (as defined in the Credit Agreement and Note Purchase Agreement) under the Loan Documents (as defined in the Credit Agreement) and Note Documents (as defined in the Note Purchase Agreement) in full or otherwise be on terms and conditions acceptable to the Administrative Agent in its sole discretion. The Company previously agreed to the Performance Milestone with an earlier date of July 31, 2023 in a non-binding term sheet for the Credit Agreement and Note Purchase Agreement, which was inadvertently omitted from the Credit Agreement and Note Purchase Agreement documents signed as of May 18, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of this document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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.
| Dated: July 7, 2023 | Airspan Networks Holdings Inc. | |
| By: | /s/ David Brant | |
| David Brant | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
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Exhibit 10.1
June 30, 2023
Via Overnight Courier and Electronic Mail
Airspan Networks Inc.
Capital Point
33 Bath Road
Slough, Berkshire SL1 3UF
United Kingdom
Attn: David Brant, Chief Financial Officer
Email: dbrant@airspan.com
Re: Delayed Draw Term Loan and Supplemental Performance Milestone
Ladies and Gentlemen:
Reference is hereby made to (i) (a) that certain Second Amended and Restated Credit Agreement, dated as of May 18, 2023, by, among others, Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.), a Delaware corporation (“Holdings”), Airspan Networks Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of Holdings as guarantors (the “Subsidiary Guarantors” and together with the Borrower and Holdings, the “Airspan Parties” and each, an “Airspan Party” or “you”), the lenders party thereto (collectively, the “Lenders”) and DBFIP ANI LLC, a Delaware limited liability company (“Fortress”), as administrative agent and collateral agent on behalf of the secured parties thereunder (together with its successors and assigns in such capacity, the “Term Loan Agent”), (as amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) and (b) the other Loan Documents (as defined in the Credit Agreement) (together with the Credit Agreement, the “Term Loan Documents” and each, a “Term Loan Document”); and (ii) (a) that certain Senior Secured Convertible Note Purchase and Guarantee Agreement, dated as of July 30, 2021, as modified by the Limited Waiver and Consent under Senior Secured Convertible Note Purchase and Guarantee Agreement dated as of November 2, 2021, the First Amendment and Waiver to Senior Secured Convertible Note Purchase and Guarantee Agreement and Other Note Documents dated as of March 29, 2022, the Second Amendment, Limited Waiver And Consent Under Senior Secured Convertible Note Purchase And Guarantee Agreement And Other Note Documents, dated as of November 14, 2022 and the Limited Waiver and Consent, Third Amendment to Senior Secured Convertible Note Purchase and Guarantee Agreement and Reaffirmation of Note Documents (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Note Purchase Agreement”), by, among others, Holdings, as issuer (in such capacity, the “Issuer”), the Borrower and the Subsidiary Guarantors as guarantors, each of the purchasers party thereto, and Fortress, as agent, collateral agent and trustee for the Secured Parties (each as defined in the Note Purchase Agreement) (Fortress, in such capacities together with its successors and assigns in such capacities, the “Notes Collateral Agent” together with the Term Loan Agent, the “Agents”, “us” or “we” and each, an “Agent”), and (b) the Convertible Notes and other Note Documents (each as defined in the Note Purchase Agreement) (the Note Documents and Term Loan Documents together with any other document entered into in connection therewith, as amended, amended and restated, restated, supplemented or otherwise modified from time to time, are referred to herein collectively as the “Financing Documents” and each, a “Financing Document”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement, or as the context may require, the Note Purchase Agreement.
This letter is delivered to reflect our agreement to update the Credit Agreement and Note Purchase Agreement to add the following new Performance Milestone to (x) Appendix C to the Credit Agreement and (y) Annex C to the Note Purchase Agreement ((x) and (y), the “Specified Annexes”):
Performance Milestone/Reporting |
Due
date for Performance |
Description |
| M&A Letter of Intent | November 30, 2023 | By not later than November 30, 2023 (or such later date agreed to by the Administrative Agent in writing in its sole discretion, the “M&A Deadline”), one or more of the Airspan Parties shall have entered into a bona fide letter of intent and an exclusivity agreement for a sale of the Airspan Parties or their assets, or refinancing, which will result in net cash proceeds upon closing sufficient to repay all of the then outstanding Obligations under the Loan Documents and Note Documents in full or otherwise be on terms and conditions acceptable to the Administrative Agent in its sole discretion. |
On and after the date of this letter, references in the Financing Documents to Performance Milestones and references to the Specified Annexes shall mean and be references to the Specified Annexes as supplemented above. The execution, delivery and effectiveness of this letter shall not, except as expressly provided herein, operate as an amendment, consent, waiver or novation of any Financing Document or of any right, power or remedy of the Agents, Lenders or Holders, as applicable under any Financing Document or prejudice any right or remedy which the Agents, Lenders or Holders may presently have or may in the future have, nor, except as expressly provided herein, constitute a waiver or novation of any provision of any of the Financing Documents.
The provisions of each of (i) Section 12.01 (Notices), Section 12.02 (Governing Law; Submission to Jurisdiction), Section 12.03 (Waiver of Jury Trial), Section 13.01 (Successors and Assigns), Section 13.05 (Amendments in Writing; Waiver; Integration), Section 13.02 (Costs and Expenses; Indemnification), Section 13.06 (Counterparts), Section 13.07 (Survival) and Section 13.09 (Electronic Execution of Documents) of the Credit Agreement and (ii) Section 9 (Indemnity), Section 12.1 (Notices), Section 12.2 (Governing Law), Section 12.3 (Jury Trial Waiver), Section 14.5 (Survival), Section 14.11 (Successors and Assigns), Section 14.9 (Amendments), Section 14.16 (Counterparts) and Section 14.29 (Electronic Execution of Documents) of the Note Purchase Agreement, in each case, shall be incorporated as applicable into this Letter, mutatis mutandis, as if set out in full in this Letter and as if references in those sections to “this Agreement” are references to this Letter.
[Signature Pages Follows]
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| Very truly yours, | ||
| DBFIP ANI LLC, | ||
| as in its capacities as Term Loan Agent and Collateral Agent, on behalf of itself and the Requisite Lenders | ||
| By: | /s/ Timothy Bailey | |
| Name: | Timothy Bailey | |
| Title: | Treasurer | |
| DBFIP ANI LLC, | ||
| as in its capacity as Notes Collateral Agent, on behalf of itself and the Required Holders | ||
| By: | /s/ Timothy Bailey | |
| Name: | Timothy Bailey | |
| Title: | Treasurer | |
[Signature Page to Letter Agreement]
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| ACKNOWLEDGED AND AGREED BY: | ||
| AIRSPAN
NETWORKS HOLDINGS INC. (F/K/A NEW BEGINNINGS ACQUISITION CORP.), as Holdings, Issuer and an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
AIRSPAN NETWORKS INC., as Borrower and an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
AIRSPAN IP HOLDCO LLC, as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
AIRSPAN NETWORKS (SG) INC., as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
[Signature Page to Letter Agreement]
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MIMOSA NETWORKS, INC., as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
MIMOSA NETWORKS INTERNATIONAL, LLC, as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Senior Vice President and Chief Financial Officer | |
AIRSPAN COMMUNICATIONS LIMITED, as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Director | |
AIRSPAN NETWORKS LTD., as an Airspan Party |
||
| By: | /s/ David Brant | |
| Name: | David Brant | |
| Title: | Director | |
AIRSPAN JAPAN KK, as an Airspan Party |
||
| By: | /s/ Steven P. Shipley | |
| Name: | Steven P. Shipley | |
| Title: | Representative Director | |
[Signature Page to Letter Agreement]
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