ADTRAN Holdings (NASDAQ: ADTN) inks $350M JPMorgan-led credit deal
Rhea-AI Filing Summary
ADTRAN Holdings, Inc. entered into a new senior secured credit agreement on July 21, 2026, as guarantor for ADTRAN, Inc. and Adtran Networks SE, permitting borrowings of up to $350.0 million, including up to $50.0 million by the German Borrower. The facility replaces a prior Wells Fargo credit agreement and may be used for general corporate purposes. Loans bear interest at a Term Benchmark Rate or Base Rate, each with a 0.00% floor, plus margins of 2.25%–3.25% for Term Benchmark Rate Loans and 1.25%–2.25% for Base Rate Loans, based on the consolidated total net leverage ratio, with default interest 2.00% above the applicable rate and a 0.25% commitment fee on unused commitments.
The facility is secured by substantially all assets of the Company, the US Borrower and certain subsidiaries and by a pledge of all shares the Company owns in Adtran Networks SE, and is guaranteed by the Company and certain subsidiaries. Covenants limit additional debt, liens, investments, asset sales, dividends, restricted payments and mergers and include financial tests: a maximum Consolidated Senior Secured Net Leverage Ratio of 3.25 to 1.0, a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00, and during a Springing Covenant Period, minimum Liquidity of $50.0 million. Related prior credit, collateral and guaranty agreements were terminated. A company press release states the refinancing strengthens the capital structure, enhances liquidity and lowers borrowing costs.
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Term Benchmark Rate financial
Consolidated Senior Secured Net Leverage Ratio financial
Consolidated Fixed Charge Coverage Ratio financial
Springing Covenant Period financial
Domination and Profit and Loss Transfer Agreement financial
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FAQ
What new credit facility did ADTRAN (ADTN) enter into in July 2026?
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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
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Securities registered pursuant to Section 12(b) of the Act:
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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 July 21, 2026, ADTRAN Holdings, Inc. (the “Company”) as guarantor, ADTRAN, Inc., a Delaware corporation (the “US Borrower”), and Adtran Networks SE, a European stock corporation (the “German Borrower” and together with the US Borrower, collectively, the “Borrowers”), entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent for the US Borrower and J.P. Morgan SE, as administrative agent for the German Borrower, and the financial institutions party thereto, as lenders. The Credit Agreement allows for borrowings of up to $350.0 million in aggregate principal amount, with borrowings by the German Borrower limited to $50.0 million. The Credit Agreement replaces the Borrowers’ prior credit agreement with Wells Fargo Bank, National Association, as administrative agent, entered into on July 18, 2022 (the “Prior Credit Agreement”). The proceeds of any loans are expected to be used for general corporate purposes not prohibited under the Credit Agreement.
Borrowing under the Credit Agreement will bear interest at the Term Benchmark Rate (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement), subject to a 0.00% floor, plus a margin resulting in possible interest rate margins between (i) 2.25% and 3.25% for Term Benchmark Rate Loans (as defined in the Credit Agreement) and (ii) 1.25% and 2.25% for Base Rate Loans (as defined in the Credit Agreement), in each case based on the consolidated total net leverage ratio of the Company and its subsidiaries as determined pursuant to the terms of the Credit Agreement. Default interest is 2.00% per annum in excess of the rate otherwise applicable.
In addition to paying interest on outstanding principal under the Credit Agreement, the Borrowers are required to pay a commitment fee to the lenders under the Credit Agreement in respect of unutilized revolving loan commitments at a rate of 0.25% until such revolving loan commitments terminate.
The Credit Agreement contains customary affirmative and negative covenants, including incurrence covenants and certain other limitations on the ability of the Company and the Company’s subsidiaries to incur additional debt, guarantee other obligations, grant liens on assets, make investments, dispose of assets, pay dividends or other payments on capital stock, make restricted payments, make restricted debt payments, engage in mergers or consolidations, change in control, engage in transactions with affiliates, modify its organizational documents, and enter into certain restrictive agreements. It also contains customary events of default (subject to customary cure periods and materiality thresholds).
Furthermore, the Credit Agreement requires that the Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries, tested on the last day of each fiscal quarter, not exceed 3.25 to 1.0, subject to certain exceptions. The Credit Agreement also requires that (a) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries tested on the last day of each fiscal quarter not fall below 1.25 to 1.00 and (b) during a Springing Covenant Period (as defined in the Credit Agreement) the Liquidity (as defined in the Credit Agreement) of the Company and its subsidiaries tested on the last day of each fiscal quarter not fall below $50.0 million.
Pursuant to the Guarantee and Collateral Agreement, among the Company, the US Borrower, certain subsidiaries of the US Borrower and the administrative agents, the Borrowers’ obligations under the Credit Agreement are (a) secured by substantially all of the assets of the Company, the US Borrower and certain subsidiaries of the US Borrower and (b) guaranteed by the Company, US Borrower and certain subsidiaries of the US Borrower. Pursuant to the Share Pledge Agreement, the obligations under the credit agreement are secured by all of the shares owned by the Company in the German Borrower.
In connection with entering into the Credit Agreement, on July 21, 2026, the Company terminated the Prior Credit Agreement, the Collateral Agreement dated July 18, 2022, the ADVA Domestic Collateral Agreement dated June 4, 2024, the Guaranty Agreement dated July 18, 2022 and the Guaranty Agreement dated July 18, 2022 and the ADVA Guaranty Agreement dated June 4, 2024.
The foregoing description of the Credit Agreement, Guarantee and Collateral Agreement and Share Pledge Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and are incorporated by reference herein. The Credit Agreement, Guarantee and Collateral Agreement and Share Pledge Agreement are not intended to provide any other factual information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in the Credit Agreement, Guarantee and Collateral Agreement and Share Pledge Agreement were made only for purposes of such agreement and as of the specific date of such agreement; were made solely for the benefit of the parties to such agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by information that may modify, qualify or create exceptions to the representations and warranties set forth in such agreement; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to such agreement; and may be subject to standards of materiality applicable to contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of such agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
In addition to the Credit Agreement, Guarantee and Collateral Agreement and Share Pledge Agreement, the Company maintains other commercial and investment banking relationships with the lenders and their affiliates.
The Company's press release concerning the Credit Agreement is attached hereto as Exhibit 99.1.
Item 1.02 Termination of a Material Definitive Agreement.
The information in Item 1.01 above is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
Description |
10.1+ |
Credit Agreement dated July 21, 2026, by and among ADTRAN Holdings, Inc., as holdings, ADTRAN, Inc. and Adtran Networks SE, as borrowers, JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agents and the lenders party thereto |
10.2+
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Guarantee and Collateral Agreement dated July 21, 2026 by and among ADTRAN Holdings, Inc., ADTRAN, Inc. and certain subsidiaries party thereto in favor of JPMorgan Chase Bank, N.A. |
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Share Pledge Agreement dated July 21, 2026 by and among ADTRAN Holdings, Inc., Adtran Networks SE, and JPMorgan Chase Bank, N.A., as administrative agent |
99.1 |
Press Release dated July 23, 2026 |
104 |
Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
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+ Filed herewith
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.
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ADTRAN Holdings, Inc. |
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Date: |
July 23, 2026 |
By: |
/s/ Timothy Santo |
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Timothy Santo |
Exhibit 99.1
ADTRAN Strengthens Capital Structure with New Senior Secured Credit Facility
JPMorgan-led syndicate enhances liquidity, meaningfully lowers borrowing costs, improves covenant flexibility, and extends maturities
HUNTSVILLE, Ala., July 23, 2026 — ADTRAN Holdings, Inc. (NASDAQ: ADTN), a leading provider of networking and communications solutions, today announced that it has entered into a new senior secured credit facility led by JPMorgan Chase Bank, N.A., as Administrative Agent, that strengthens the Company’s capital structure, enhances liquidity, meaningfully lowers borrowing costs, and provides increased financial flexibility to support the execution of its long-term strategic objectives.
The new facility refinances the Company’s existing credit arrangements and further strengthens ADTRAN’s financial foundation, providing committed capital to support long-term growth, strategic investments and ongoing business operations. Supported by a premier syndicate of global financial institutions, the facility's favorable financing terms and successful syndication reflect strong lender confidence in ADTRAN’s business, technology leadership, market position and long-term growth strategy.
Tom Stanton, Chairman and Chief Executive Officer of ADTRAN Holdings, Inc., commented:
“This refinancing represents an important step for ADTRAN and meaningfully strengthens our financial foundation. The successful completion of this transaction reflects the confidence our banking partners have in our business, technology leadership and long-term growth strategy.
The new facility enhances liquidity, lowers borrowing costs, extends our maturity profile, and improves our financial flexibility. The facility is supported by a strong banking group, led by JPMorgan, further reinforcing our access to capital and supporting the execution of our long-term strategy.
With this refinancing completed, we are well positioned to continue investing in innovation, supporting our customers, and creating long-term value for our shareholders.”
Additional information regarding the credit facility is available in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2026.
About Adtran
ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE (“Adtran Networks”). Find more at Adtran.com, LinkedIn and X.
Published by
ADTRAN Holdings, Inc.
www.adtran.com
Media contact
Gareth Spence
+44 1904 699 358
public.relations@adtran.com
Investor contact
Rob Fink
investor.relations@adtran.com
Cautionary Note regarding Forward-Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. Examples of forward-looking statements include, among others, statements regarding the credit facility’s impact on ADTRAN’s future financial flexibility, access to
capital, and ability to execute its long-term strategic objectives. In addition, ADTRAN, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including, for example, risks and uncertainties relating to ADTRAN’s level of indebtedness, ADTRANs ability to generate cash, ADTRAN’s ability to remain in compliance with the covenants set forth in and satisfy the payment obligations under its credit agreement and convertible notes, ADTRAN’s ability to satisfy its payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between ADTRAN and Adtran Networks (the “DPLTA”), and ADTRAN’s ability to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA, as well as the risks and uncertainties under the heading “Risk Factors” in ADTRAN’s most recent annual report on Form 10-K and in its subsequent quarterly reports on Form 10-Q or other filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release represent management’s views as of the date hereof. ADTRAN disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.