Vistance Networks (NASDAQ: COMM) sets $300M asset-based revolver

Rhea-AI Filing Summary

Vistance Networks, Inc. entered into a new senior secured asset-based revolving credit facility for up to $300 million with a syndicate of lenders led by Citibank, N.A. The facility, available to Vistance Networks Holdings, LLC and certain U.S. subsidiaries, can be used for working capital and other general corporate purposes and includes up to $100 million for letters of credit.

The revolver is based on a borrowing base of eligible accounts receivable and inventory in the U.S. and Mexico, may be increased by up to $150 million in incremental commitments, and matures on April 7, 2031. Borrowings bear interest at either Term SOFR plus 1.25%–1.50% or an alternate base rate plus 0.25%–0.50%, with an additional unused line fee of 0.25%–0.375%.

Obligations are guaranteed by the company and certain subsidiaries and secured by substantially all of their assets. The agreement includes customary covenants and events of default and a springing financial covenant requiring a minimum Covenant Fixed Charge Coverage Ratio of 1.00 to 1.00 when excess availability falls below the greater of $30 million and 10% of the lesser of total commitments and the borrowing base.

Insights

Credit and capital structure analyst

Vistance adds a sizable secured revolver, tightening covenants but expanding liquidity options.

Vistance Networks put in place a senior secured, asset-based revolving credit facility of up to $300 million, with a potential $150 million incremental feature. Availability is tied to receivables and inventory, so actual borrowing capacity will track underlying working capital levels.

Pricing is floating, at Term SOFR plus 1.25%–1.50% or an alternate base rate plus 0.25%–0.50%, plus an unused fee of 0.25%–0.375%. This is typical ABL-style economics but does embed interest-rate sensitivity. The facility runs to April 7, 2031, providing multi-year funding flexibility.

The credit agreement includes a springing Covenant Fixed Charge Coverage Ratio of at least 1.00 to 1.00 whenever excess availability drops below the greater of $30 million and 10% of a defined commitment or borrowing-base measure. Because the facility is secured by substantially all assets and carries customary negative covenants, future leverage, liquidity and covenant headroom disclosures in subsequent filings will be key to understanding how actively the company uses this line.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $300 million Letter of credit sublimit: $100 million Incremental commitments capacity: $150 million +5 more

8 metrics

Revolving credit facility size $300 million Aggregate principal amount of senior secured asset-based revolver

Letter of credit sublimit $100 million Portion of revolver available for letters of credit

Incremental commitments capacity $150 million Potential increase or last-out incremental revolving facility

Term SOFR margin 1.25% to 1.50% Applicable margin over Term SOFR on borrowings

Alternate base rate margin 0.25% to 0.50% Applicable margin over alternate base rate on borrowings

Unused line fee 0.25% to 0.375% per annum Fee on unused portion of facility

Financial covenant ratio 1.00 to 1.00 Minimum Covenant Fixed Charge Coverage Ratio when triggered

Availability covenant threshold $30 million and 10% Greater of $30M and 10% of a defined base triggers covenant

Key Terms

asset-based revolving credit facility, borrowing base, Term SOFR, alternate base rate, +2 more

6 terms

asset-based revolving credit facility financial

"providing for a senior secured asset-based revolving credit facility (the “Revolving Credit Facility”)"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

borrowing base financial

"subject to borrowing base availability. Subject to certain conditions, the Revolving Credit Facility"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

Term SOFR financial

"a term-SOFR based rate (“Term SOFR”), subject to a 0.00% floor, plus an applicable margin"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

alternate base rate financial

"or (2) an alternate base rate (which is equal to the greatest of (a) the then-current federal funds rate"

Covenant Fixed Charge Coverage Ratio financial

"minimum Covenant Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of 1.00 to 1.00"

springing financial covenant financial

"The Revolving Credit Facility is subject to a springing financial covenant, which requires the maintenance"

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): April 7, 2026

Vistance Networks, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36146	27-4332098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2601 Telecom Parkway Richardson, Texas		75082
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 952-9700

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 (see General Instructions A.2. below):

☐	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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VISN		The NASDAQ Stock Market

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.

The information required by this item is included in Item 2.03 below and is incorporated herein by reference.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Revolving Credit Agreement

On April 7, 2026 (the “Closing Date”), Vistance Networks, Inc. (the “Company”), its direct wholly owned subsidiary, Vistance Networks Holdings, LLC (the “Borrower”), and certain of the Borrower’s direct and indirect wholly owned U.S. subsidiaries entered into a revolving credit agreement with Citibank, N.A., as administrative agent and collateral agent, and the other lenders party thereto (the “Revolving Credit Agreement”) providing for a senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) available to the Borrower and certain of its U.S. subsidiaries designated as co-borrowers therein (the Borrower and such subsidiaries, collectively, the “Revolver Borrowers”) in an aggregate principal amount of up to $300 million (of which up to $100 million is available for letters of credit), subject to borrowing base availability.

Subject to certain conditions, the Revolving Credit Facility, without the consent of the then-existing lenders (but subject to the receipt of commitments), may be increased (or a last-out incremental revolving facility added) by up to $150 million in incremental revolving commitments.

Borrowings under the Revolving Credit Facility may be used to fund working capital and for other general corporate purposes of the Borrower and its restricted subsidiaries. Amounts borrowed under the Revolving Credit Facility may be repaid and reborrowed from time to time. The entire outstanding principal amount (if any) of the Revolving Credit Facility is due and payable at maturity thereof. The Revolving Credit Facility is scheduled to mature on April 7, 2031.

The borrowing base under the Revolving Credit Facility includes components based on certain eligible accounts receivable and eligible inventory of the Revolver Borrowers located in the United States and Mexico, subject to certain limitations, reserves and eligibility criteria. Borrowings under the Revolving Credit Facility will bear interest at a floating rate per annum, which can be, at the option of the Revolver Borrowers, either (1) a term-SOFR based rate (“Term SOFR”), subject to a 0.00% floor, plus an applicable margin of 1.25% to 1.50%, or (2) an alternate base rate (which is equal to the greatest of (a) the then-current federal funds rate set by the Federal Reserve Bank of New York plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its “prime rate” and (c) one-month Term SOFR plus 1.00%), subject to a 0.00% floor, plus an applicable margin of 0.25% to 0.50%. The applicable margin will be determined based on the average daily excess availability under the Revolving Credit Facility.

In addition, the Revolving Credit Facility provides for (i) a quarterly unused line fee on the unused portion of the Revolving Credit Facility, at a rate per annum of 0.25% to 0.375%, determined based on the average daily utilization of the Revolving Credit Facility; and (ii) certain customary letter of credit fees, agency fees and other customary fees and expenses of the lenders and agents thereunder.

The obligations of each Revolver Borrower under the Revolving Credit Facility are guaranteed by the Company, the other Revolver Borrowers and certain of the Borrower’s direct and indirect wholly owned U.S. subsidiaries, subject to certain customary exceptions (collectively the “Subsidiary Guarantors”). The Revolving Credit Facility is secured by a lien on substantially all of the assets of the Company, the Revolver Borrowers and the Subsidiary Guarantors, subject to permitted liens and certain customary exceptions.

The Revolving Credit Agreement contains customary mandatory prepayment provisions. In addition, the Revolving Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including, but not limited to, restrictions on the ability of the Company and its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness, enter into transactions with affiliates or change line of business. The Revolving Credit Facility is subject to a springing financial covenant, which requires the maintenance of a minimum Covenant Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of 1.00 to 1.00, tested quarterly, as of the end of any fiscal quarter when excess availability is less than a threshold amount equal to the greater of (x) $30 million and (y) 10% of the lesser of (i) the aggregate amount of the commitments in respect of the Revolving Credit Facility in effect at such time and (ii) the borrowing base at such time.

The Revolving Credit Facility provides that, upon the occurrence of certain events of default and subject to customary grace periods, the obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit.		Description.
10.1*		Revolving Credit Agreement, dated as of April 7, 2026, by and among Vistance Networks Holdings, LLC, as a borrower, certain the subsidiaries of Vistance Networks Holdings, LLC, as co-borrowers Vistance Networks, Inc., as holdings, the lenders party thereto, and Citibank, N.A. (“Citi”), as administrative agent and collateral agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

  *   Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.  

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.

Dated: April X, 2026			Vistance Networks, Inc.
		By:	/s/ Kyle D. Lorentzen
			Name:	Kyle D. Lorentzen
			Title:	Executive Vice President and
				Chief Financial Officer

FAQ

What new credit facility did Vistance Networks (COMM) enter into?

Vistance Networks entered a senior secured asset-based revolving credit facility of up to $300 million with Citibank, N.A. as administrative and collateral agent. The facility supports working capital and general corporate purposes and is available to the company’s holding subsidiary and certain U.S. subsidiaries.

How large is Vistance Networks' new revolver and what can it be used for?

The revolving credit facility provides up to $300 million in borrowing capacity, including up to $100 million for letters of credit. Borrowings may be used to fund working capital and other general corporate purposes of Vistance Networks Holdings, LLC and its restricted subsidiaries.

When does Vistance Networks’ new revolving credit facility mature?

The revolving credit facility is scheduled to mature on April 7, 2031. Until that date, amounts may be borrowed, repaid, and reborrowed, subject to the borrowing base, covenants, and other conditions set out in the credit agreement.

What interest rates apply to Vistance Networks’ $300 million revolver?

Borrowings bear a floating rate chosen by the borrowers: either Term SOFR plus 1.25%–1.50% or an alternate base rate plus 0.25%–0.50%, each with a 0.00% floor. There is also an unused line fee of 0.25%–0.375% annually.

What collateral and guarantees support Vistance Networks’ credit facility?

Obligations under the revolver are guaranteed by Vistance Networks, Inc., the other revolver borrowers, and certain wholly owned U.S. subsidiaries. The facility is secured by a lien on substantially all of their assets, subject to permitted liens and customary exceptions.

What financial covenant is included in Vistance Networks’ revolver?

The agreement includes a springing covenant requiring a minimum Covenant Fixed Charge Coverage Ratio of 1.00 to 1.00. It is tested quarterly when excess availability falls below the greater of $30 million and 10% of a defined commitment or borrowing-base measure.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 2.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 29.4 KB