--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-039214" form_type: "8-K" ticker: "RBBN" cik: "0001708055" company_name: "Ribbon Communications Inc." filed_at: "2023-03-30T23:59:59+00:00" generated_at: "2026-06-17T09:23:56.016961+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Ribbon completes $53.4M preferred stock private placement, repays $75M term loan ## Summary - Gross proceeds of ~$53.4M from 55,000 Series A preferred shares at $970 each and warrants for 4.86M common shares at $3.77. - Net proceeds used with cash and swap proceeds to prepay $75M of Term Loan A under senior secured credit facility. - Sixth Amendment reduces revolver to $75M, replaces LIBOR with Term SOFR, increases leverage ratio covenant. - Participation from three largest stockholders: Neuberger Berman, JPMorgan Chase, Swarth Investments. - Preferred stock pays cumulative dividends of 9.25% (yr1), 9.75% (yr2), 12% thereafter; mandatory redemption Sept 30, 2025 at 102%. ## SEC filing metadata - accession: 0001104659-23-039214 - form_type: 8-K - ticker: RBBN - cik: 0001708055 - company_name: Ribbon Communications Inc. - filed_at: 2023-03-30T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1708055/000110465923039214/0001104659-23-039214-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708055/000110465923039214/tm2310899d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-039214 - JSON: https://secwatch.observer/filing/0001104659-23-039214.json - Plain text: https://secwatch.observer/filing/0001104659-23-039214.txt ## Key facts - Governance Changes Ribbon Communications Inc.: Filed a Certificate of Designation with the Delaware Secretary of State designating 63,250 shares of Series A preferred stock, effective as of March 30, 2023 (effective 2023-03-30). - Change: charter amendment - Effective: 2023-03-30 source text: Pursuant to the terms of the Purchase Agreement, the Company filed with the Delaware Secretary of State a Certificate of Designation, Preferences and Rights (the “ Certificate of Designation ”) designating 63,250 shares of the Preferred Stock, effective as of the Closing Date, which is attached as Exhibit 3.1 to this Current Report on Form 8-K. evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923039214/0001104659-23-039214-index.htm - Material Agreements Ribbon Communications Inc. entered into Securities Purchase Agreement with certain investors (the Purchasers) valued at Issuance and sale of 55,000 shares of Series A preferred stock at $970 per share and warrants to pur (effective 2023-03-28). - Action: entry - Agreement: equity purchase - Counterparty: certain investors (the Purchasers) - Value: Issuance and sale of 55,000 shares of Series A preferred stock at $970 per share and warrants to pur - Effective: 2023-03-28 source text: On March 28, 2023, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain investors (the “ Purchasers ”) for the sale by the Company in a private placement (the “ Private Placement ”) of (i) 55,000 shares of the Company’s Series A preferred stock, par value $0.01 per share (the “ Preferred Stock ”), at a price per share of $970, and (ii) warrants (the “ Warrants ” and, together with the Preferred Stock, the “ Securities ”) to purchase up to an aggregate of 4,858,090 shares (the “ Warrant Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923039214/0001104659-23-039214-index.htm - Material Agreements Ribbon Communications Inc. amended Sixth Amendment to Credit Agreement with Citizens Bank, N.A., Santander Bank, National Association, and other lenders valued at Amended credit agreement reducing revolving loan availability to $75 million, reducing letter of cre (effective 2023-03-24). - Action: amendment - Agreement: credit facility - Counterparty: Citizens Bank, N.A., Santander Bank, National Association, and other lenders - Value: Amended credit agreement reducing revolving loan availability to $75 million, reducing letter of cre - Effective: 2023-03-24 source text: On March 24, 2023 (the “ Sixth Amendment Effective Date ”), Ribbon Communications Inc. (the “ Company ”), Ribbon Communications Operating Company, Inc. (the “ Borrower ”), and certain of their subsidiaries entered into a Sixth Amendment to Credit Agreement (the “ Sixth Amendment ”), which amends that certain Credit Agreement (as previously amended, the “ Existing Credit Agreement ” and, as amended by the Sixth Amendment, the “ Credit Agreement ”; the credit facilities thereunder, the “ Senior Secured Credit Facilities ”), dated as of March 3, 2020, by and among the Company, as a guarantor, the Borrower, Citizens Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), a lender, issuing lender, swingline lender, joint lead arranger and bookrunner, Santander Bank, National Association, as a lender, joint lead arranger and bookrunner, and the other lenders party thereto (each, together with Citizens Bank, N.A. and Santander Bank, National Association, referred evidence_url: https://www.sec.gov/Archives/edgar/data/1708055/000110465923039214/0001104659-23-039214-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.