Carbonite, Inc. (NASDAQ:CARB) Files An 8-K Entry into a Material Definitive Agreement

Carbonite, Inc. (NASDAQ:CARB) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement

On March29, 2017, Carbonite, Inc. (the Company) priced its
private offering of $125million aggregate principal amount of
2.50% Convertible Senior Notes due 2022 (the Initial Notes). On
March30, 2017, the initial purchasers in such offering exercised
their option to purchase an additional $18.75million aggregate
principal amount of notes (the Additional Notes and together with
the Initial Notes, the Notes). The Notes are the Companys senior
unsecured obligations. On April4, 2017, the Notes were issued to
an Indenture, dated April4, 2017 (the Indenture), between the
Company and U.S. Bank National Association, as trustee.

The Notes will mature on April1, 2022, unless earlier
repurchased, redeemed or converted. The Notes will bear interest
from April4, 2017 at a rate of 2.50% per year payable
semiannually in arrears on April1 and October1 of each year,
beginning on October1, 2017.

The Notes will be convertible at the option of the Noteholders at
any time prior to the close of business on the business day
immediately preceding January1, 2022, only under the following
circumstances: (1)during any calendar quarter beginning after
June30, 2017 (and only during such calendar quarter), if the last
reported sale price of the Companys common stock, par value $0.01
per share (the Common Stock), for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of
the conversion price on each applicable trading day; (2)during
the five business day period after any five consecutive trading
day period (the measurement period) in which the trading price
(as defined in the Indenture) per $1,000 principal amount of
Notes for each trading day of the measurement period was less
than 98% of the product of the last reported sale price of the
Common Stock and the conversion rate on each such trading day;
(3)if the Company calls any or all of the Notes for redemption,
and (4)upon the occurrence of specified corporate events. On or
after January1, 2022 until the close of business on the second
scheduled trading day immediately preceding the maturity date,
holders may convert all or any portion of their Notes at any
time. The Company may satisfy its conversion obligation by paying
or delivering, as the case may be, cash, shares of Common Stock
or a combination of cash and shares of Common Stock, at the
Companys election in the manner and subject to the terms and
conditions provided in the Indenture.

The conversion rate for the Notes is initially 38.7034 shares of
Common Stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately $25.84
per share of Common Stock. The initial conversion price of the
Notes represents a premium of approximately 32.50% to the last
reported sale price of $19.50 per share of Common Stock on the
Nasdaq Global Market on March29, 2017. The conversion rate is
subject to adjustment under certain circumstances in accordance
with the terms of the Indenture. In addition, upon a make-whole
fundamental change (as defined in the Indenture) or notice of
redemption, the Company will, under certain circumstances,
increase the applicable conversion rate for a holder that elects
to convert its Notes in connection with such make-whole
fundamental change or notice of redemption.

The Company may redeem for cash all or any portion of the Notes,
at its option, on or after April5, 2020 if the last reported sale
price of the Common Stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading
day period ending on the trading day immediately preceding the
date on which the Company provides notice of redemption. The
redemption price will be equal to 50% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date.

If a fundamental change (as defined in the Indenture) occurs at
any time, subject to certain conditions, holders may require the
Company to purchase all or any portion of their Notes at a
purchase price equal to 50% of the principal amount of the Notes
to be purchased, plus accrued and unpaid interest, if any, to,
but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain
events of default after which the Notes may be declared
immediately due and payable and sets forth certain types of
bankruptcy or insolvency events of default involving the Company
after which the Notes become automatically due and payable.

A copy of the Indenture (including the form of the Note) is
attached as an exhibit to this report and is incorporated herein
by reference (and this description is qualified in its entirety
by reference to such document).

The net proceeds from the offering of Notes were approximately
$138.8million, after deducting the initial purchasers discounts
and the estimated offering expenses payable by the Company. The
Company used (i)approximately $40.0million of the net proceeds to
repay all amounts outstanding under its revolving credit
facility, and (ii)approximately $15.0million of the net proceeds
to repurchase 767,400 shares of Common Stock from purchasers of
Notes in privately negotiated transactions effected through one
or more of the initial purchasers or their affiliates conducted
concurrently with the pricing of the Notes. The remaining net
proceeds will be used for general corporate purposes, including
potential acquisitions.

Item1.02 Termination of a Material Definitive
Agreement

On April4, 2017, the Company repaid all amounts outstanding under
and terminated the Credit Agreement, dated as of May6, 2015 (as
amended, modified, supplemented or restated and in effect from
time to time, the Credit Agreement), by and among the Company,
the Lenders (as defined therein), and Silicon Valley Bank, as the
Issuing Lender, the Swingline Lender and administrative agent for
the Lenders.

Item2.03 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 herein by reference into this Item
2.03.

Item3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference into this
Item3.02.

The Company offered and sold the Notes to the initial purchasers
in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act), and for resale by the initial purchasers to
qualified institutional buyers to the exemption from registration
provided by Rule 144A under the Securities Act. The Company
relied on these exemptions from registration based in part on
representations made by the initial purchasers in the Purchase
Agreement. The shares of the Companys common stock issuable upon
conversion of the Notes, if any, have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

Item8.01

In a press release issued on March30, 2017, the Company announced
the pricing of its previously announced private offering of
$125million in aggregate principal amount of Notes. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Item9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit

No.

Description

Exhibit4.1 Indenture (including form of Note), dated as of April4, 2017,
by and between Carbonite, Inc. and U.S. Bank National
Association, as trustee.
Exhibit99.1 Press Release of Carbonite, Inc., dated March30, 2017.


About Carbonite, Inc. (NASDAQ:CARB)

Carbonite, Inc. (Carbonite) is a provider of cloud and business continuity solutions. The Company’s solutions are designed to address the specific needs of small and medium sized businesses and individuals. It offers various solutions, such as Carbonite Personal, Carbonite Pro, Carbonite Server Backup and MailStore. Carbonite Personal solution, which includes unlimited cloud backup for approximately one computer at over three different service levels, including Personal Basic, Personal Plus and Personal Prime for individuals. Carbonite Pro, the Company’s small business workstation solutions automatically back up files to the cloud and include an unlimited number of devices for an annual fee based on the amount of storage needed. Carbonite Server Backup, the Company’s hybrid server backup solution that protects an unlimited number of servers, databases and live applications. It offers over three solutions, such as MailStore Server, MailStore Provider Edition and MailStore Home.

Carbonite, Inc. (NASDAQ:CARB) Recent Trading Information

Carbonite, Inc. (NASDAQ:CARB) closed its last trading session up +0.15 at 20.25 with 506,861 shares trading hands.

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