リングセントラルの適時開示・重要契約・その他

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): March 27, 2025

______________________

RingCentral, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36089	94-3322844
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

______________________

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:

☐ 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
Class A Common Stock, par value $0.0001	RNG	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 1.01 Entry into a Material Definitive Agreement.

On March 27, 2025, RingCentral, Inc. (the “Company”) entered into the Fifth Amendment to Credit Agreement (the “Fifth Amendment”), among the Company, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Amendment amends the Credit Agreement, dated as of February 14, 2023 (the “Credit Agreement”, and as amended by the First Amendment to Credit Agreement, dated as of August 15, 2023, the Second Amendment to Credit Agreement, dated as of November 2, 2023, the Third Amendment, dated as of August 2, 2024, the Fourth Amendment, dated as of August 6, 2024, and the Fifth Amendment, the “Amended Credit Agreement”), among the Company, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent. The Fifth Amendment extends the delayed draw termination date for the undrawn $350.0 million of existing delayed draw term loan commitments to March 31, 2026. As of March 27, 2025, there was $370.0 million in aggregate principal amount of term loans and no revolving loans or letters of credit outstanding under the Amended Credit Agreement.

Certain of the lenders under the Amended Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for those transactions.

Additional details of the Credit Agreement were previously disclosed in the Company’s Forms 8-K filed with the Securities and Exchange Commission on February 15, 2023 and August 16, 2023, and in Item 5 of the Company’s Form 10-Q for the fiscal quarter ending June 30, 2024, filed with the Securities and Exchange Commission on August 7, 2024, and are incorporated herein by reference.

The foregoing description of the Fifth Amendment and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Fifth Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

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

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No						Description
10.1						Fifth Amendment to Credit Agreement, dated as of March 27, 2025, among RingCentral, Inc., the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and as collateral agent
104						Cover Page Interactive Data File (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.


	RINGCENTRAL, INC.
	a Delaware corporation

Dated: March 27, 2025	By:	/s/ Abhey Lamba
	Name:	Abhey Lamba
	Title:	Chief Financial Officer

EX-10.1 2 rng-20250327xex101.htm EX-10.1 Document

Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 27, 2025 (this “Amendment”), is entered into by and among RINGCENTRAL, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), MUFG Bank, Ltd., in its capacity as the Second Amendment Incremental Term Lender, and Bank of America, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., The Toronto-Dominion Bank, New York Branch and U.S. Bank National Association, in their capacities as Fourth Amendment Incremental Term Lenders.

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement entered into as of February 14, 2023 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to the First Amendment to Credit Agreement, dated as of August 15, 2023, the Second Amendment, dated as of November 2, 2023, the Third Amendment, dated as of August 2, 2024, and the Fourth Amendment, dated as of August 6, 2024, the “Credit Agreement”), among the Borrower, the Lenders party thereto, the Administrative Agent and the Collateral Agent;

WHEREAS, prior to the date hereof, the Second Amendment Incremental Term Lender agreed to provide the Second Amendment Incremental Term Commitment pursuant to the terms of the Credit Agreement and the Fourth Amendment Incremental Term Lenders agreed to provide the Fourth Amendment Incremental Term Commitments pursuant to the terms of the Credit Agreement; and

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower has requested that the Second Amendment Incremental Term Lender and the Fourth Amendment Incremental Term Lenders agree to amend the definition of Second Amendment Delayed Draw Termination Date and Fourth Amendment Delayed Draw Termination Date as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Rules of Interpretation. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Amended Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 2.Second Amendment Incremental Term Commitment and Fourth Amendment Incremental Term Commitment. Effective as of the Amendment Effective Date (as defined below) and on the terms and subject to the conditions set forth herein, the Administrative Agent, the Second Amendment Incremental Term Lender, the Fourth Amendment Incremental Term Lenders and the Borrower agree that Section 1.01 of the Credit Agreement is hereby amended by replacing the definitions of “Second Amendment Delayed Draw Termination Date” and “Fourth Amendment Delayed Draw Termination Date” with the following definitions:

“Second Amendment Delayed Draw Termination Date” means March 31, 2026.

“Fourth Amendment Delayed Draw Termination Date” means March 31, 2026.

The Credit Agreement as so amended is referred to herein as the “Amended Credit Agreement”.

SECTION 3.Conditions Precedent to the Effectiveness of the Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) when:

(a)the Administrative Agent shall have received a counterpart of this Amendment signed on behalf of the Borrower, each other Loan Party party hereto, the Second Amendment Incremental Term Lender and each Fourth Amendment Incremental Term Lender; and

(b)the Administrative Agent shall have received (i) payment from the Borrower, for the account of each of the Second Amendment Incremental Term Lender and the Fourth Amendment Incremental Term Lenders that consent to this Amendment (the “Consenting Lenders”), an amendment fee in an amount equal to 0.075% of the Second Amendment Incremental Term Commitments and Fourth Amendment Incremental Term Commitments of such Consenting Lenders outstanding on the Amendment Effective Date and (ii) all other amounts due and payable on or prior to the Amendment Effective Date, to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, including, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Credit Agreement or under any other Loan Document.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 4.Representations and Warranties. On and as of the Amendment Effective Date, the Borrower hereby represents and warrants that this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law).

SECTION 5.Effects on the Credit Agreement and the Loan Documents

(a)As of the Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Amended Credit Agreement.

(b)Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

[[6699792]]

(d)This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

(e)This Amendment is a Loan Document.

SECTION 6.Reaffirmation. The Borrower and each other Loan Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment, (b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Collateral Documents and the Guaranty are, and shall remain, in full force and effect immediately after giving effect to this Amendment.

SECTION 7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 8.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9.Governing Law, Jurisdiction, Service of Process, Waiver of Right to Trial by Jury. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. The provisions of Sections 10.14(b) and Section 10.15 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 10.Binding Effect. This Amendment shall become effective in accordance with Section 3 and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

SECTION 11.Electronic Execution. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each party hereto agrees that any Electronic Signature on or associated with this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.

[[6699792]]

SECTION 12.Notices. All communications and notices hereunder shall be given as provided in the Amended Credit Agreement.

[SIGNATURE PAGES FOLLOW]

[[6699792]]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, as of the date first written above.

RINGCENTRAL, INC.

By: /s/ Abhey Lamba
Name: Abhey Lamba

Title: Chief Financial Officer

RINGCENTRAL IP HOLDINGS, INC.

By: /s/ Tarun Arora
Name: Tarun Arora

Title: Treasurer and Chief Financial Officer

RINGCENTRAL INTERNATIONAL, INC.

By: /s/ Tarun Arora
Name: Tarun Arora

Title: Treasurer and Chief Financial Officer

RINGCENTRAL HOLDINGS I, INC.

By: /s/ Tarun Arora
Name: Tarun Arora

Title: Treasurer and Chief Financial Officer