UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 4, 2019
INFINERA CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-33486
|
|
77-0560433
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
|
|
|
140 Caspian Court
|
|
|
|
|
|
Sunnyvale, CA
|
|
94089
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
(408) 572-5200
(Registrant’s telephone number, including area code)
Not Applicable
(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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
|
|
¨
|
Pre-commencement communication 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.
¨
|
|
|
|
|
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On March 4, 2019, Infinera Corporation (the “Company”) entered into a First Amendment to Unit Purchase Agreement (the “Amendment”), which amends that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of July 23, 2018, by and among the Company, Coriant Investor LLC and Oaktree Optical Holdings, L.P. (“Lender”).
Pursuant to the Amendment, Lender has agreed to extend the first expiration of the lock-up on the shares of the Company’s common stock it acquired pursuant to the Purchase Agreement by an additional six months until October 1, 2019 and the second expiration of the lock-up by an additional six months until April 1, 2020.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference
|
|
|
|
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INFINERA CORPORATION
|
|
|
|
|
|
Date: March 4, 2019
|
|
By:
|
|
/s/ BRAD D. FELLER
|
|
|
|
|
|
Brad D. Feller
Chief Financial Officer
|
Exhibit 10.1
FIRST AMENDMENT TO
UNIT PURCHASE AGREEMENT
This FIRST AMENDMENT TO UNIT PURCHASE AGREEMENT (this “
Amendment
”) is made as of March 4, 2019 by and among Coriant Investor LLC, a Delaware limited liability company (“
Seller
”), Oaktree Optical Holdings, L.P., a Delaware limited partnership (“
Lender
”), and Infinera Corporation, a Delaware corporation (“
Buyer
” and, together with Seller and Lender, each individually a “
Party
” and collectively the “
Parties
”) and amends that certain Unit Purchase Agreement (the “
Purchase Agreement
”), dated as of July 23, 2018, by and among Seller, Lender, solely for the limited purposes set forth therein, and Buyer. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement.
WHEREAS, the Parties desire to amend the Purchase Agreement to extend the duration of the Transfer restrictions applicable to the Lender Stock Repayment Amount, Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be), in accordance with Section 10.13 of the Purchase Agreement, as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Amendment
. The first sentence of Section 7.14(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“Other than solely in the case of a Permitted Transfer, Lender shall not (x) Transfer any portion of the Lender Stock Repayment Amount, Lender Stock R&W Policy Amount or the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be) until (i) the twelve (12) month anniversary of the Closing Date with respect to fifty percent (50%) of the Lender Stock Repayment Amount, fifty percent (50%) of the Lender Stock R&W Policy Amount and fifty percent (50%) of the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be) and (ii) the eighteen (18) month anniversary of the Closing Date with respect to the remaining fifty percent (50%) of the Lender Stock Repayment Amount, the remaining fifty percent (50%) of the Lender Stock R&W Policy Amount and the remaining fifty percent (50%) of the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be), nor (y) enter into any agreement or publicly disclose any intention to do any of the foregoing.”
2.
Remaining Effect
. Except as specifically amended herein, the Purchase Agreement remains in effect without change thereto; provided, however, that all references to the Purcahse Agreement set forth therein shall hereafter be deemed to refer to the Purchase Agreement as hereby amended.
3.
Miscellaneous
. Sections 10.02, 10.04 - 10.13, 10.15 and 10.16 of the Purchase Agreement are incorporated herein by reference
mutatis mutandis
.
* * * *
IN WITNESS WHEREOF
, the parties hereto have executed this Amendment as a deed as of the date first written above.
|
|
|
|
|
|
|
|
|
|
|
|
|
CORIANT INVESTOR LLC
|
|
|
|
|
|
|
|
By:
|
|
/s/ CASS TRAUB
|
|
|
|
Name:
Title:
|
|
Cass Traub
President
|
|
|
|
|
|
|
|
|
|
|
|
OAKTREE OPTICAL HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
|
Oaktree Fund GP, LLC
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
Oaktree Fund GP I, L.P.
|
|
|
|
Its:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ CASS TRAUB
|
|
|
|
Name:
Title:
|
|
Cass Traub
President
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ TED CROCKIN
|
|
|
|
Name:
Title:
|
|
Ted Crockin
Vice President
|
Signature Page - Amendment to Unit Purchase Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
INFINERA CORPORATION
|
|
|
|
By:
|
|
/s/ THOMAS J. FALLON
|
|
|
|
Name:
Title:
|
|
Thomas J. Fallon
Chief Executive Officer
|
Signature Page - Amendment to Unit Purchase Agreement