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ADTRAN Holdings entered into a sixth amendment to its Wells Fargo credit agreement and launched a new convertible notes financing. The amendment allows issuance of up to $230,000,000 of new unsecured convertible debt, with net cash proceeds directed to repay revolving credit loans, pay related fees and expenses, and cash collateralize obligations under the amended facility for potential purchases of additional equity in Adtran Networks SE.
The company separately priced an upsized private offering of $175.0 million aggregate principal amount of convertible senior notes due 2030, with an option for initial purchasers to buy an additional $26.25 million. ADTRAN plans to use proceeds to fund capped call transactions, repay approximately $152.8 million of borrowings under the amended Wells Fargo credit agreement, pay fees tied to the amendment, and, if the option is exercised, further debt repayment and cash collateralization. Related capped call transactions have an initial cap price of $15.51 per share, about 75% above the $8.86 last reported share price on September 16, 2025.
Divisar Capital Management, LLC and Steven Baughman report shared beneficial ownership of 4,229,362 shares of ADTRAN Holdings, Inc. common stock, representing 5.3% of the class. The filing states Divisar acts as investment adviser to two funds that hold the shares and that Mr. Baughman, as CEO with voting and investment discretion, may be deemed beneficial owner. All reported shares are held with shared voting and dispositive power; neither reporting person claims sole voting or dispositive power. The ownership percentage is calculated from 80,052,167 shares outstanding as referenced in the filing.