CIBER, Inc. (NYSE:CBR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in a Current Report filed on Form 8-K
filed with the SEC on May 19, 2017 (the Prior 8-K), Ciber, Inc.
(the Company) entered into an Asset Purchase Agreement (the
Purchase Agreement) with HTC Global Ventures, LLC (the
Purchaser), to which the Purchaser agreed to acquire all or
substantially all of the assets of the Company and its
subsidiaries Ciber International LLC and Ciber Consulting, Inc.
(together with the Company, the Debtors) relating to the Debtors
North American business, along with 50% of the capital stock in
wholly-owned non-Debtor subsidiary CIBERsites India Private
Limited, on the terms set forth in the Purchase Agreement through
a sale under 11 U.S.C. 363 (Asset Sale).
filed with the SEC on May 19, 2017 (the Prior 8-K), Ciber, Inc.
(the Company) entered into an Asset Purchase Agreement (the
Purchase Agreement) with HTC Global Ventures, LLC (the
Purchaser), to which the Purchaser agreed to acquire all or
substantially all of the assets of the Company and its
subsidiaries Ciber International LLC and Ciber Consulting, Inc.
(together with the Company, the Debtors) relating to the Debtors
North American business, along with 50% of the capital stock in
wholly-owned non-Debtor subsidiary CIBERsites India Private
Limited, on the terms set forth in the Purchase Agreement through
a sale under 11 U.S.C. 363 (Asset Sale).
On June 8, 2017, the Company and the Purchaser entered into the
First Amendment to the Asset Purchase Agreement (Amendment No.
1), which was authorized to the Order authorizing the Asset Sale
entered by the United States Bankruptcy Court for the District of
Delaware and was consented to by the Official Committee of
Unsecured Creditors and the agent for the Companys
debtor-in-possession financing facility (the DIP Financing).
Among other things, Amendment No. 1 increased the assumption of
certain liabilities of the Company and reduced the cash purchase
price from $93.0 million to $90.7 million.
First Amendment to the Asset Purchase Agreement (Amendment No.
1), which was authorized to the Order authorizing the Asset Sale
entered by the United States Bankruptcy Court for the District of
Delaware and was consented to by the Official Committee of
Unsecured Creditors and the agent for the Companys
debtor-in-possession financing facility (the DIP Financing).
Among other things, Amendment No. 1 increased the assumption of
certain liabilities of the Company and reduced the cash purchase
price from $93.0 million to $90.7 million.
The foregoing description of Amendment No. 1 does not purport to
be complete and is qualified in its entirety by reference to
Amendment No. 1 filed as Exhibit 2.1 to this report.
be complete and is qualified in its entirety by reference to
Amendment No. 1 filed as Exhibit 2.1 to this report.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth below under Item 2.01 is hereby
incorporated by reference into this Item 1.02.
incorporated by reference into this Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The closing of the Asset Sale contemplated under the Asset
Purchase Agreement, as amended, occurred on June 8, 2017. The
proceeds of the Asset Sale were used in part to pay in full the
$35.7 million outstanding under the DIP Financing. As a result,
the DIP Financing was terminated upon the closing of the Asset
Sale and concurrently therewith the lenders thereunder released
all liens and security interests against the Debtors that were
granted in connection with the DIP Financing.
Purchase Agreement, as amended, occurred on June 8, 2017. The
proceeds of the Asset Sale were used in part to pay in full the
$35.7 million outstanding under the DIP Financing. As a result,
the DIP Financing was terminated upon the closing of the Asset
Sale and concurrently therewith the lenders thereunder released
all liens and security interests against the Debtors that were
granted in connection with the DIP Financing.
The Company is evaluating its options with respect to the sale of
the remaining immaterial assets and winddown of the Company.
the remaining immaterial assets and winddown of the Company.
Item 7.01. Regulation FD Disclosure.
The Company expects that cash distributions to shareholders, if
any, as a result of the consummation of the Asset Sale will be
made to a plan of liquidation. The amount of any distribution to
shareholders, if any, is subject to a number of factors
including, without limitation: (a) any filed claims against the
Company, which are due for the majority of creditors on July 14,
2017, (b) monetization of remaining estate assets and (c) and
payment of the Companys expenses. As a result, the Company is
unable to predict whether shareholders will receive any cash
distributions or the amount of any such distributions.
any, as a result of the consummation of the Asset Sale will be
made to a plan of liquidation. The amount of any distribution to
shareholders, if any, is subject to a number of factors
including, without limitation: (a) any filed claims against the
Company, which are due for the majority of creditors on July 14,
2017, (b) monetization of remaining estate assets and (c) and
payment of the Companys expenses. As a result, the Company is
unable to predict whether shareholders will receive any cash
distributions or the amount of any such distributions.
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.
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 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 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.
|
Exhibit
|
Description
|
|
|
2.1
|
First Amendment to Asset Purchase Agreement, dated as
of June 8, 2017, by and between HTC Global Ventures, LLC and Ciber, Inc. * |
|
|
*
|
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. |
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.
|
Ciber, Inc.
|
||
|
Date: June 9, 2017
|
By:
|
/s/ Christian Mezger
|
|
Christian Mezger
|
||
|
Chief Financial Officer
|
||
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
|
2.1
|
First Amendment to Asset Purchase Agreement, dated as
of June 8, 2017, by and between HTC Global Ventures, LLC and Ciber, Inc. * |
|
|
*
|
Schedules and exhibits have been omitted
|
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.