CIBER, Inc. (NYSE:CBR) Files An 8-K Entry into a Material Definitive Agreement

0

CIBER, Inc. (NYSE:CBR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On March 3, 2017, Ciber, Inc. (the “Company”) entered into Waiver and Amendment No. 11 (“Amendment No. 11”) with Wells Fargo Bank NA, (“Wells Fargo”), the lender under the Company’s Asset Based Lending Facility (the “Credit Facility”). As previously disclosed, the Company and Wells Fargo entered into Amendment No. 10, effective January 31, 2017, that provided: (1) that the Company would be required to accept and deliver to Wells Fargo on or before February 11, 2017 two or more letters of intent or expressions of interest concerning a potential refinancing, refinancing, or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company (a “Financial Transaction”) with net proceeds sufficient to repay all of the outstanding balance under the Credit Facility, (2) that Wells Fargo be satisfied in its discretion that the Company and the applicable counterparties remain in active, timely and good faith negotiations of documentation concerning the Financial Transactions with net proceeds sufficient to repay all of the outstanding balance under the Credit Facility, and (3) a requirement that the Company consummate Financial Transaction(s) and permanently repay all of the outstanding balance under the Credit Facility on or before February 28, 2017, which is an acceleration of the May 7, 2017 maturity date otherwise applicable under the Credit Facility. Amendment No. 11 waives existing events of Default but retains all of Wells Fargo’s rights under the Credit Facility. Amendment No. 11 also requires: (1) that on or before March 3, 2017, the Company appoint an officer to manage the 13-week forecast, cash flows, and sale and refinancing transactions, among other duties (2) that on or before March 6, 2017, the Company deliver an updated 13-week cash forecast in form and substance acceptable to Wells Fargo in its discretion, (3) that on or before March 15, the Company deliver an executed sale agreement for a Financial Transaction with net proceeds consistent with the to-be-delivered 13-week forecast and close such transaction on or before March 22, 2017, and (4) that the Company permanently repay all of the outstanding balance under the Credit Facility on or before March 31, 2017, which is an acceleration of the May 7, 2017 maturity date otherwise applicable under the Credit Facility. As of March 3, 2017, the outstanding balance on the Company’s Credit Facility was approximately $28.2 million. Amendment No. 11 also includes conditions including, among other things, limitations on the Company’s ability to borrow under the Credit Facility for amounts beyond expenses in the 13-week cash forecast provided weekly to Wells Fargo. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K shall have the meanings given them in Amendment No. 11, or the Credit Facility, as applicable. The foregoing description of Amendment No. 11 is qualified in its entirety by reference to Amendment No. 11, to be filed as an exhibit to the Company’s next Annual Report on Form 10-K.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 up +0.005 at 0.315 with 607,017 shares trading hands.