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) December 3, 2020

 
 
JUNIPER NETWORKS, INC.
(Exact name of registrant as specified in its charter)

 
 
Delaware	 	001-34501	 	77-0422528	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
1133 Innovation Way
Sunnyvale, California	 	94089	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code (408) 745-2000
 
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 Instruction 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 $0.00001 per share	 	JNPR	 	New York Stock Exchange	
 
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 7.01. Regulation FD Disclosure.
 
On December 3, 2020, Juniper Networks, Inc. (the “Company”) issued a press release announcing that it has commenced a cash tender offer for any and all of its outstanding 4.500% Senior Notes due 2024 and any and all of its outstanding 4.350% Senior Notes due 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
  
(d) Exhibits.
 
Exhibit
No. 	 	Description 	
 	 	
99.1	 	Press release announcing launch of tender offer issued by Juniper Networks, Inc. on December 3, 2020	
 	 	 	
104	 	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 	

 

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.
 
 	 	Juniper Networks, Inc.	

December 3, 2020	 	By:	/s/ Brian M. Martin	
 	 	Name:	Brian M. Martin	
 	 	Title:	Senior Vice President and General Counsel	

 

 
Exhibit 99.1
 
JUNIPER NETWORKS ANNOUNCES CASH TENDER OFFER FOR
ANY AND ALL 4.500% SENIOR NOTES DUE 2024 AND 4.350% SENIOR NOTES DUE 2025
 
SUNNYVALE, Calif. — December 3, 2020 —Juniper Networks, Inc. (NYSE: JNPR)(“Juniper”), a leader in secure, AI-driven networks, today announced the commencement of a cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.500% Senior Notes due 2024 (CUSIP/ISIN No. CUSIP/ISIN No. 48203R AG9/US48203RAG92, the “4.500% Notes”) and any and all of its outstanding 4.350% Senior Notes due 2025 (CUSIP/ISIN No. 48203R AJ3/US48203RAJ32, the “4.350% Notes” and together with the 4.500% Notes, the “Notes”). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated December 3, 2020 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Tender Offer Documents”). As of December 3, 2020, there were $500,000,000 aggregate principal amount of the 4.500% Notes outstanding and $300,000,000 aggregate principal amount of the 4.350% Notes outstanding.
 
Certain information regarding the Notes and the pricing for the Tender Offer is set forth in the table below.
 
Title of
Security	CUSIP/ISIN
Number	Principal
Amount
Outstanding	U.S. Treasury
Reference
Security	Bloomberg
Reference
Page	Fixed
Spread	
4.500% Senior Notes due 2024	48203R AG9/
US48203RAG92	$500,000,000	2.125% U.S. Treasury due February 29, 2024	FIT5	30 bps	
4.350% Senior Notes due 2025	48203R AJ3/
US48203RAJ32	$300,000,000	0.250% U.S. Treasury due May 31, 2025	FIT6	37.5 bps	
 
The Tender Offer will expire at 5:00 p.m., New York City time, on December 9, 2020 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by Juniper. The Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase. Holders of Notes must either validly tender (and not validly withdraw) their Notes or follow the Notice of Guaranteed Delivery procedures in the Offer to Purchase, in each case, at or before the Expiration Time to be eligible to receive the applicable Tender Offer Consideration (as defined below).
 
In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the applicable Notes. Juniper expects the Settlement Date to occur on December 10, 2020. Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Date, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
 
Juniper's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in Juniper's discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, Juniper's receipt of aggregate proceeds (before underwriter's discounts and commissions and other offering expenses) from an offering of new senior unsecured notes (the “New Notes”) of an amount sufficient to fund, together with cash on hand, the purchase of the Notes, on terms satisfactory to Juniper. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Documents. Juniper expressly reserves the right, in its sole discretion, subject to applicable law, to (i) extend or terminate the Tender Offer at any time prior to the Expiration Time, (ii) waive any and all conditions to the Tender Offer, or (iii) otherwise amend the Tender Offer in any respect. Holders of the Notes are urged to read the Tender Offer Documents carefully.
 
For each series of Notes, the applicable "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to the applicable fixed spread specified for such Notes specified in the table above, plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on December 9, 2020, unless the Tender Offer is extended or earlier terminated.

 

Juniper has retained D.F. King & Co., Inc. as the tender agent and information agent for the Tender Offer. Juniper has retained Barclays, J.P. Morgan and Wells Fargo Securities as the dealer managers for the Tender Offer.
 
Holders of Notes who would like additional copies of the Tender Offer Documents may call or email the information agent, D.F. King & Co., Inc. at (800) 549-6697 (toll-free) or juniper@dfking.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/juniper.
 
Questions regarding the terms of the Tender Offer should be directed to Barclays at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-8553 (collect), or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4756 (collect).
 
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely pursuant to the Tender Offer Documents. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Juniper by Barclays, J.P. Morgan or Wells Fargo Securities or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
 
None of Juniper, its subsidiaries or its affiliates, its or their respective boards of directors, officers or employees, the dealer managers, tender agent and information agent or the trustee for the Notes makes any recommendation that holders of Notes tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by Juniper or any of them to make such a recommendation. Holders of Notes must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
 
Safe Harbor Statement
This news release contains forward-looking statements, including statements regarding the Tender Offer. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “intend,” “will,” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those suggested by the forward-looking statements including general economic and political conditions globally or regionally; risks related to the offering of the New Notes and the Tender Offer, including the risk that the New Notes offering and the Tender Offer are not consummated on the anticipated terms, if at all; and those additional risks and factors discussed in reports filed with the SEC by us from time to time, including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q.

 

About Juniper Networks
 
Juniper Networks challenges the inherent complexity that comes with networking in the multicloud era. We do this with products, solutions and services that transform the way people connect, work and live. We simplify the process of transitioning to a secure and automated multicloud environment to enable secure, AI-driven networks that connect the world.
 
Juniper Networks, the Juniper Networks logo and Junos are registered trademarks of Juniper Networks, Inc. and/or its affiliates in the United States and other countries. Other names may be trademarks of their respective owners.
 
Investor Relations:
Jess Lubert
Juniper Networks
(408) 936-3734
jlubert@juniper.net
 
Media Relations:
Leslie Moore
Juniper Networks
(408) 936-5767
llmoore@juniper.net