CIBER, Inc. (NYSE:CBR) Files An 8-K Bankruptcy or Receivership
Item 1.03. Bankruptcy or Receivership.
On April 9, 2017 (the Petition Date), Ciber, Inc. (the Company)
and its subsidiaries Ciber International LLC and Ciber
Consulting, Inc. (together with the Company, the Debtors) filed
voluntary petitions seeking relief under Chapter 11 of the United
States Bankruptcy Code (the Bankruptcy Code) in the United States
Bankruptcy Court in the District of Delaware (the Bankruptcy
Court). The Chapter 11 cases are expected to be administered
under the caption In re Ciber, Inc., et al., Case No. 17-10772
(the Chapter 11 Cases). The Debtors continue to operate their
businesses and manage their properties as debtors-in-possession
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy Court.
and its subsidiaries Ciber International LLC and Ciber
Consulting, Inc. (together with the Company, the Debtors) filed
voluntary petitions seeking relief under Chapter 11 of the United
States Bankruptcy Code (the Bankruptcy Code) in the United States
Bankruptcy Court in the District of Delaware (the Bankruptcy
Court). The Chapter 11 cases are expected to be administered
under the caption In re Ciber, Inc., et al., Case No. 17-10772
(the Chapter 11 Cases). The Debtors continue to operate their
businesses and manage their properties as debtors-in-possession
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy Court.
In connection with the Chapter 11 Cases, the Debtors filed a
motion seeking Bankruptcy Court approval of debtor-in-possession
financing on the terms set forth in a form of
Debtor-in-Possession (DIP) Credit Agreement (the DIP Credit
Agreement), with respect to the Company and Wells Fargo Bank NA
(Wells Fargo), as lender and administrative agent for the lenders
that will be party to the DIP Credit Agreement (collectively, the
DIP Lenders). Wells Fargo is the lender under the Companys Asset
Based Lending Facility, dated as of May 7, 2012 and as amended
from time to time (the Credit Facility). The Company and its
subsidiaries Ciber International LLC and Ciber Consulting, Inc.
will be borrowers under the DIP Credit Agreement.
motion seeking Bankruptcy Court approval of debtor-in-possession
financing on the terms set forth in a form of
Debtor-in-Possession (DIP) Credit Agreement (the DIP Credit
Agreement), with respect to the Company and Wells Fargo Bank NA
(Wells Fargo), as lender and administrative agent for the lenders
that will be party to the DIP Credit Agreement (collectively, the
DIP Lenders). Wells Fargo is the lender under the Companys Asset
Based Lending Facility, dated as of May 7, 2012 and as amended
from time to time (the Credit Facility). The Company and its
subsidiaries Ciber International LLC and Ciber Consulting, Inc.
will be borrowers under the DIP Credit Agreement.
The DIP Credit Agreement provides for a secured super-priority
debtor-in-possession revolving credit facility of up to
$41,000,000 (the DIP Financing). The DIP Financing will be used
for (i) general working capital and operational expenses, (ii)
administration of the Chapter 11 Cases (in each case of (i) and
(ii), in accordance with the cash flow budget prepared by the
Debtors and approved by the DIP Lenders), and (iii) costs,
expenses, closing payments, and all other payment amounts
contemplated in the DIP Credit Agreement. The DIP Financing is
subject to Bankruptcy Court approval, and the Debtors have filed
a motion with the Bankruptcy Court seeking that approval.
debtor-in-possession revolving credit facility of up to
$41,000,000 (the DIP Financing). The DIP Financing will be used
for (i) general working capital and operational expenses, (ii)
administration of the Chapter 11 Cases (in each case of (i) and
(ii), in accordance with the cash flow budget prepared by the
Debtors and approved by the DIP Lenders), and (iii) costs,
expenses, closing payments, and all other payment amounts
contemplated in the DIP Credit Agreement. The DIP Financing is
subject to Bankruptcy Court approval, and the Debtors have filed
a motion with the Bankruptcy Court seeking that approval.
The Debtors will begin immediately a process, called a 363 Sale
Process, to solicit bids and conduct a sale to one or more third
parties of substantially all of the assets of the Debtors under
Section 363 of the Bankruptcy Code. On April 10, 2017, the
Company entered into a stalking horse Asset Purchase Agreement
(the Purchase Agreement) with Capgemini America, Inc. (the
Buyer), to which the Buyer agreed to purchase substantially all
of the assets of the Company in North America and India (such
assets, the Assets, and such transaction, the Asset Sale). No
stalking horse bidder is in place for the remainder of the
Companys assets.
Process, to solicit bids and conduct a sale to one or more third
parties of substantially all of the assets of the Debtors under
Section 363 of the Bankruptcy Code. On April 10, 2017, the
Company entered into a stalking horse Asset Purchase Agreement
(the Purchase Agreement) with Capgemini America, Inc. (the
Buyer), to which the Buyer agreed to purchase substantially all
of the assets of the Company in North America and India (such
assets, the Assets, and such transaction, the Asset Sale). No
stalking horse bidder is in place for the remainder of the
Companys assets.
The Company has sought the Bankruptcy Courts approval of the
Buyer as the stalking horse bidder of the Assets. If approved by
the Bankruptcy Court as the stalking horse bidder, the Buyers
offer to purchase the Assets, as set forth in the Purchase
Agreement, would be the standard by which any other bids to
purchase the Assets would be evaluated.
Buyer as the stalking horse bidder of the Assets. If approved by
the Bankruptcy Court as the stalking horse bidder, the Buyers
offer to purchase the Assets, as set forth in the Purchase
Agreement, would be the standard by which any other bids to
purchase the Assets would be evaluated.
The Purchase Agreement provides for consideration to be paid by
the Buyer in the form of assumption of specified liabilities and
payment in cash to the Company of $50,000,000. The transaction is
subject to certain closing conditions as specified in the
Purchase Agreement. The Purchase Agreement also provides for
expense reimbursement and a break-up fee, in each case payable to
the Buyer upon the occurrence of certain events.
the Buyer in the form of assumption of specified liabilities and
payment in cash to the Company of $50,000,000. The transaction is
subject to certain closing conditions as specified in the
Purchase Agreement. The Purchase Agreement also provides for
expense reimbursement and a break-up fee, in each case payable to
the Buyer upon the occurrence of certain events.
The foregoing description of the DIP Credit Agreement is
qualified in its entirety by reference to the DIP Credit
Agreement filed with the Bankruptcy Court.
qualified in its entirety by reference to the DIP Credit
Agreement filed with the Bankruptcy Court.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement filed as Exhibit 2.1.
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement filed as Exhibit 2.1.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth above in Item 1.03 of this Form 8-K
regarding the DIP Financing is incorporated herein by reference.
regarding the DIP Financing is incorporated herein by reference.
Item 2.04. Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
The filing of the Chapter 11 Cases described above in Item 1.03
constitutes an event of default that accelerated the Companys
obligations under the Credit Facility.>As of April 7, 2017,
there was $28,494,601 in outstanding borrowings under the Credit
Facility.
constitutes an event of default that accelerated the Companys
obligations under the Credit Facility.>As of April 7, 2017,
there was $28,494,601 in outstanding borrowings under the Credit
Facility.
The Credit Facility provides that as a result of the Bankruptcy
Petitions the principal and interest due thereunder shall be
immediately due and payable. Any efforts to enforce such payment
obligations under the Credit Facility are automatically stayed as
a result of the Chapter 11 Cases, and the creditors rights of
enforcement in respect of the Credit Facility are subject to the
applicable provisions of the Bankruptcy Code.
Petitions the principal and interest due thereunder shall be
immediately due and payable. Any efforts to enforce such payment
obligations under the Credit Facility are automatically stayed as
a result of the Chapter 11 Cases, and the creditors rights of
enforcement in respect of the Credit Facility are subject to the
applicable provisions of the Bankruptcy Code.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
On April 10, 2017, the New York Stock Exchange (NYSE) announced
that it has suspended trading in the Companys common stock and
has determined to commence proceedings to delist the common
stock. The NYSE determined that the Companys common stock is no
longer suitable for listing to Section 802.01D of the NYSE
because of the Chapter 11 Cases disclosed above. In reaching its
delisting determination, the staff of the NYSE also noted the
uncertainty as to the timing and outcome of the bankruptcy
process, as well as the ultimate effect of the process on the
value of the Companys common stock.
that it has suspended trading in the Companys common stock and
has determined to commence proceedings to delist the common
stock. The NYSE determined that the Companys common stock is no
longer suitable for listing to Section 802.01D of the NYSE
because of the Chapter 11 Cases disclosed above. In reaching its
delisting determination, the staff of the NYSE also noted the
uncertainty as to the timing and outcome of the bankruptcy
process, as well as the ultimate effect of the process on the
value of the Companys common stock.
Under the NYSE delisting procedures, the Company has a right to a
review of this determination by a Committee of the Board of
Directors of the NYSE, provided a written request for such review
is filed with the Assistant Corporate Secretary of the NYSE
within ten business days after receiving the notice of delisting.
The Company has decided not to seek this review.
review of this determination by a Committee of the Board of
Directors of the NYSE, provided a written request for such review
is filed with the Assistant Corporate Secretary of the NYSE
within ten business days after receiving the notice of delisting.
The Company has decided not to seek this review.
The Company understands that its common stock may commence
trading on the OTC Pink Open Market. The Company has not sought
this trading market and can provide no assurance that its common
stock will commence or continue to trade on this market, whether
broker-dealers will continue to provide public quotes of the
Companys common stock on this market, whether the trading volume
of the Companys common stock will be sufficient to provide for an
efficient trading market or whether quotes for the Companys
common stock will continue on this market in the future.
trading on the OTC Pink Open Market. The Company has not sought
this trading market and can provide no assurance that its common
stock will commence or continue to trade on this market, whether
broker-dealers will continue to provide public quotes of the
Companys common stock on this market, whether the trading volume
of the Companys common stock will be sufficient to provide for an
efficient trading market or whether quotes for the Companys
common stock will continue on this market in the future.
Item 7.01. Regulation FD Disclosure.
Additional information on the Chapter 11 Cases, including access
to documents filed with the Bankruptcy Court and other general
information about the Chapter 11 Cases, is available at a
subscription based service known as PACER at
https://pacer.mab.uscourts.gov/cgibin/login.pl.
to documents filed with the Bankruptcy Court and other general
information about the Chapter 11 Cases, is available at a
subscription based service known as PACER at
https://pacer.mab.uscourts.gov/cgibin/login.pl.
The information in Item 7.01 of this Form 8-K is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item 7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item 7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In connection with the Chapter 11 cases, the Companys Board of
Directors has named Jon Goulding as Chief Restructuring Officer.
Mr. Goulding is a noted financial restructuring expert and a
Managing Director of Alvarez and Marsal, a leading restructuring
firm.
Directors has named Jon Goulding as Chief Restructuring Officer.
Mr. Goulding is a noted financial restructuring expert and a
Managing Director of Alvarez and Marsal, a leading restructuring
firm.
Item 8.01 Other Events.
On April 10, 2017, the Company issued a press release announcing
the Chapter 11 Cases and the DIP Financing. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
the Chapter 11 Cases and the DIP Financing. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 relating to Cibers operations,
results of operations and other matters that are based on Cibers
current expectations, estimates, forecasts and projections.
Words, such as anticipate, believe, could, expect, estimate,
intend, may, opportunity, plan, positioned, potential, project,
should, and will and similar expressions, are intended to
identify these forward-looking statements. These statements are
not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Forward-looking statements are based on assumptions as to future
events that may not prove to be accurate. For a more detailed
discussion of these risks, see the information under the Risk
Factors heading in Cibers Annual Report on Form 10-K for the year
ended December 31, 2015, Cibers Quarterly Report on Form 10-Q for
the three months ended September 30, 2016 and Cibers Annual
Report on Form 10-K for the year ended December 31, 2016, when
filed with the SEC, and other documents filed with or furnished
to the SEC. Other than as required by law, Ciber undertakes no
obligation to publicly update any forward-looking statements in
light of new information or future events. Readers are cautioned
not to put undue reliance on forward-looking statements.
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 relating to Cibers operations,
results of operations and other matters that are based on Cibers
current expectations, estimates, forecasts and projections.
Words, such as anticipate, believe, could, expect, estimate,
intend, may, opportunity, plan, positioned, potential, project,
should, and will and similar expressions, are intended to
identify these forward-looking statements. These statements are
not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Forward-looking statements are based on assumptions as to future
events that may not prove to be accurate. For a more detailed
discussion of these risks, see the information under the Risk
Factors heading in Cibers Annual Report on Form 10-K for the year
ended December 31, 2015, Cibers Quarterly Report on Form 10-Q for
the three months ended September 30, 2016 and Cibers Annual
Report on Form 10-K for the year ended December 31, 2016, when
filed with the SEC, and other documents filed with or furnished
to the SEC. Other than as required by law, Ciber undertakes no
obligation to publicly update any forward-looking statements in
light of new information or future events. Readers are cautioned
not to put undue reliance on forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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2.1
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Asset Purchase Agreement dated as of April 10, 2017 by
and between Ciber, Inc. and Capgemini America, Inc.* |
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99.1
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Press Release dated April 10, 2017
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*
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Schedules and exhibits have been omitted to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request. |
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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 thereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Ciber, Inc.
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Date: April 10, 2017
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By:
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/s/ Christian Mezger
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Christian Mezger
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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2.1
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Asset Purchase Agreement dated as of April 10, 2017 by
and between Ciber, Inc. and Capgemini America, Inc.* |
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99.1
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Press Release dated April 10, 2017
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*
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Schedules and exhibits have been omitted
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About CIBER, Inc. (NYSE:CBR)
Ciber, Inc. (Ciber) is a global information technology (IT) services company. The Company operates in two segments: North America and International. Its Ciber International segment primarily consists of countries in Western Europe and the Nordic region. Its North America segment is organized into service offerings, which include Independent Software Vendor Relationships (ISV)/Channel Partner Platforms, Managed Services, Business Consulting, Application Development and Management (ADM)/Staffing, and Software-as-a-Service (SaaS). It provides project management, application and technical consulting, and database administration for both implementation projects and managed-services engagements. It also provides a solution, Ciber Compliance Suite, which helps SAP customers monitor the usage of their SAP systems. Its business consulting offering helps clients manage their business by offering expertise in IT strategy, enterprise architecture and vertical business processes. CIBER, Inc. (NYSE:CBR) Recent Trading Information
CIBER, Inc. (NYSE:CBR) closed its last trading session down -0.001 at 0.310 with 3,145,435 shares trading hands.
