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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): June 30, 2023
Airspan Networks Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-39679 |
|
85-2642786 |
(State or Other
Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
777 Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)
(561)
893-8670
(Registrant’s Telephone Number, Including Area Code)
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)) |
Securities
registered or to be 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, par value
$0.0001 per share |
|
MIMO |
|
NYSE American |
Warrants, exercisable for
shares of common stock at an exercise price of $12.50 per share |
|
MIMO WSA |
|
NYSE American |
Warrants, exercisable for
shares of common stock at an exercise price of $15.00 per share |
|
MIMO WSB |
|
NYSE American |
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.
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.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number |
|
Description |
10.1 |
|
Letter Agreement, dated June 30, 2023, among DBFIP ANI LLC, Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.), Airspan Networks Inc., 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 |
104 |
|
Cover Page Interactive
Data File |
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 |
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
Requirement |
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]
| 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]
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]
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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Airspan Networks (AMEX:MIMO)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Airspan Networks (AMEX:MIMO)
Historical Stock Chart
Von Sep 2023 bis Sep 2024