Simpson Thacher represented Vivint Smart Home, Inc. (NYSE: VVNT) in connection with a Rule 144/Regulation S offering by APX Group, Inc. (“APX Group”), an indirect, wholly owned subsidiary of Vivint Smart Home, of $600 million aggregate principal amount of 6.75% Senior Secured Notes due 2027.
The Firm also represented APX Group in connection with (i) the amendment and restatement of its existing term loan facility pursuant to which it, among other things, incurred $950 million aggregate principal amount of term loans, the proceeds of which were used in part to refinance its existing term loans and (ii) the amendment and restatement of its existing revolving credit facility to increase the revolving credit commitments thereunder to $350 million and to extend the maturity date of certain of those commitments.
Vivint Smart Home used the net proceeds from the notes offering and the concurrent refinancing of its existing term loan and revolving credit facilities, together with the proceeds from its previously announced merger with Mosaic Acquisition Corp., completed on January 17, 2020, to (i) redeem all of APX Group’s outstanding 8.75% Senior Notes due 2020, (ii) redeem all of APX Group’s outstanding 8.875% Senior Secured Notes due 2022, (iii) refinance in full the existing borrowings under APX Group’s existing term loan facility and revolving credit facility, (iv) redeem $223 million aggregate principal amount of APX Group’s outstanding 7.875% Senior Secured Notes due 2022 and (v) pay the accrued interest, fees and expenses related thereto. APX Group irrevocably deposited funds with the applicable trustee and/or paying agent to effect the redemptions described above and to satisfy and discharge all of APX Group’s remaining obligations under the indenture governing APX Group’s 8.75% Senior Notes due 2020 and the note purchase agreement governing APX Group’s 8.875% Senior Secured Notes due 2022. Vivint Smart Home intends to use any remaining net proceeds for general corporate purposes, which may include repayment of additional indebtedness.
Vivint Smart Home, a Blackstone portfolio company, is a leading smart home company in North America. Vivint delivers an integrated smart home system with in-home consultation, professional installation and support delivered by its Smart Home Pros, as well as 24/7 customer care and monitoring. Dedicated to redefining the home experience with intelligent products and services, Vivint serves more than 1.5 million customers throughout the United States and Canada.
The Simpson Thacher team included Ben Massey, Jessica Jeong and Crystal Oparaeke (Capital Markets); Eli Isak, Edward Bersuder and Essete Workneh (Credit); Janet Nadile (Collateral); Jonathan Cantor and Edward Grais (Tax); Marcela Robledo and Melanie Jolson (Intellectual Property); Jeanne Annarumma and Monisha Bhayana (Executive Compensation and Employee Benefits); Michael Isby (Environmental); and Amanda Weiss (Public Company Advisory Practice).