Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

VIVINT SMART HOME, INC.

(VVNT)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

VIVINT SMART HOME, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

07/12/2021 | 07:16am EDT

Item 1.01 Entry into a Material Definitive Agreement.


Refinancing Transactions

Overview

On July 9, 2021, APX Group, Inc. (the "Issuer"), an indirect, wholly owned subsidiary of Vivint Smart Home, Inc. (the "Company" or "Vivint"), issued $800.0 million aggregate principal amount of 5.75% Senior Notes due 2029 (the "Notes"), pursuant to an indenture, dated as of July 9, 2021 (the "Indenture"), among the Issuer, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee") and collateral agent.

Concurrently with the Notes offering, the Issuer refinanced its existing credit facilities with (i) a new $1,350.0 million first lien senior secured term loan facility (the "New Term Loan Facility") and (ii) a new $370.0 million senior secured revolving credit facility (the "New Revolving Credit Facility" and together with the New Term Loan facility, the "New Senior Secured Credit Facilities"), with the lenders party thereto and Bank of America, N.A. as a lender, administrative agent and collateral agent. The Issuer is the borrower under the New Senior Secured Credit Facilities (the "Borrower").

Vivint used the net proceeds from the Notes offering, together with the borrowings under the New Senior Secured Credit Facilities and cash on hand, to (i) redeem (the "2022 Notes Redemption") all of the Issuer's outstanding 7.875% Senior Secured Notes due 2022 (the "2022 Notes"), (ii) redeem (the "2023 Notes Redemption") all of the Issuer's outstanding 7.625% Senior Notes due 2023 (the "2023 Notes"), (iii) redeem (the "2024 Notes Redemption" and together with the 2022 Notes Redemption and the 2023 Notes Redemption, the "Redemptions") all of the Issuer's outstanding 8.50% Senior Secured Notes due 2024 (the "2024 Notes" and together with the 2022 Notes and the 2023 Notes, the "Redeemed Notes"), (iv) repay amounts outstanding, and to terminate all commitments, under its existing revolving credit facility and term loan facility and (v) pay the related redemption premiums and all fees and expenses related thereto. The Issuer irrevocably deposited funds with the applicable trustee and/or paying agent to effect the Redemptions and to satisfy and discharge all of the Issuer's remaining obligations under the indentures governing each series of the Redeemed Notes.

Senior Notes due 2029

The following is a brief description of the terms of the Notes and the Indenture. Capitalized terms used herein, but not defined herein, will have the meanings given to them in the Indenture.

Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. Interest on the Notes will accrue from and including July 9, 2021. The Notes will mature on July 15, 2029.

Ranking

The Notes and the guarantees thereof are the Issuer's and the Guarantors' senior unsecured obligations and rank:



     •    equally in right of payment with all of the Issuer's and the Guarantors'
          existing and future senior indebtedness;




     •    senior in right of payment to all of the Issuer's and the Guarantors'
          future subordinated indebtedness and other obligations that are expressly
          subordinated in right of payment to the Notes;




     •    effectively subordinated to all of the Issuer's and Guarantors' existing
          and future secured indebtedness (including the New Senior Secured Credit
          Facilities and the Issuer's existing secured notes due 2027) to the
          extent of the value of the collateral securing such indebtedness; and




     •    structurally subordinated to all existing and future indebtedness claims
          of holders of preferred stock and other liabilities of the Issuer's
          subsidiaries that do not guarantee the notes.

--------------------------------------------------------------------------------

Guarantees

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company, APX Group Holdings, Inc. ("Holdings"), the direct parent of the Issuer and the direct, wholly owned subsidiary of the Company, and each of the Issuer's existing restricted subsidiaries that guarantee indebtedness under the Issuer's New Senior Secured Credit Facilities and existing senior secured notes. The Issuer's existing and future foreign subsidiaries are not expected to guarantee the Notes. These guarantees are subject to release under specified circumstances.

Optional Redemption

The Issuer may, at its option, redeem at any time and from time to time prior to July 15, 2024, some or all of the Notes at 100% of the principal amount thereof plus accrued and unpaid interest to the redemption date plus the applicable "make-whole premium." From and after July 15, 2024, the Issuer may, at its option, redeem at any time and from time to time some or all of the Notes at the applicable redemption prices listed in the Indenture. In addition, on or prior to July 15, 2024, the Issuer may, at its option, at any time and from time to time, redeem an aggregate principal amount of Notes not to exceed the amount of the Net Cash Proceeds (as defined in the Indenture) received by the Issuer from one or more Equity Offerings (as defined in the Indenture) or a capital contribution to the Issuer made with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to (i) 105.750% of the aggregate principal amount of the Notes redeemed, plus (ii) accrued and unpaid interest, if any, to but excluding, the redemption date; provided that (1) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under the Indenture (including any additional Notes issued thereunder); (2) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently); and (3) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering.

Change of Control Offer

Upon the occurrence of specific kinds of change of control, if the Issuer does not redeem the Notes, the holders of the Notes will have the right to require the Issuer to repurchase some or all of the holders' Notes at 101% of their principal amount, plus accrued and unpaid interest to the repurchase date.

Covenants

The Indenture contains covenants that, among other things, limit the Issuer's ability and the ability of certain of the Issuer's subsidiaries to:



     •    incur or guarantee additional debt or issue disqualified stock or
          preferred stock;




     •    pay dividends and make other distributions on, or redeem or repurchase,
          capital stock;




  •   make certain investments;




  •   incur certain liens;




  •   enter into transactions with affiliates;




  •   merge or consolidate;




     •    enter into agreements that restrict the ability of restricted
          subsidiaries to make dividends or other payments to the Issuer;




  •   designate restricted subsidiaries as unrestricted subsidiaries; and
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of the Registrant.

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



Item 8.01 Other Events.


On July 12, 2021, the Company issued a press release announcing that the Issuer completed the refinancing transactions described in this report.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                    Description

10.1           Indenture, dated as of July 9, 2021, among the Issuer, the
             guarantors party thereto and Wilmington Trust, National Association,
             as trustee and collateral agent.

10.2           Amended and Restated Credit Agreement, dated as of July 9, 2021,
             among the Borrower, Holdings, each lender from time to time party
             thereto and Bank of America, N.A., as administrative agent.

99.1           Press release issued July 12, 2021.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about VIVINT SMART HOME, INC.
09/08VIVINT SMART HOME : to Attend Deutsche Bank 2021 Virtual Technology Conference á
BU
09/03VIVINT SMART HOME : RBC Initiates Vivint Smart Home at Outperform, Sets Price Target at $1..
MT
08/31VIVINT SMART HOME : Introduces Daniel Garen as Chief Ethics and Compliance Officer
BU
08/31Vivint Smart Home, Inc. Appoints Daniel Garen as Chief Ethics and Compliance Officer fo..
CI
08/05VIVINT SMART HOME : to Attend Wells Fargo FinTech & Technology Services Forum
BU
08/04VIVINT SMART HOME : Q2 Earnings Snapshot
AQ
08/04VIVINT SMART HOME : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT..
AQ
08/03VIVINT SMART HOME : Revenue grew by 17% as the company added over 121,000 new subscribers,..
PU
08/03VIVINT SMART HOME, INC. : Results of Operations and Financial Condition, Financial Stateme..
AQ
08/03Vivint Smart Home, Inc. Re-Affirms Earnings Guidance for the Year 2021
CI
More news
Analyst Recommendations on VIVINT SMART HOME, INC.
More recommendations