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

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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 April 10, 2017 (the Prior 8-K), Ciber, Inc.
(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). On May
2, 2017, the Company and the Buyer entered into the First
Amendment to the Asset Purchase Agreement (Amendment No. 1),
which was filed with the United States Bankruptcy Court for the
District of Delaware (Bankruptcy Court) and remains subject to
its approval. Among other things, Amendment No. 1 reduced the
initial overbid protection amount from $3,000,000 to $1,000,000
and reallocated certain leases and accounts payable to be assumed
or excluded.
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.
Item 1.03. Bankruptcy or Receivership.
As previously reported in the Prior 8-K, 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 in the Bankruptcy Court, administered under the
caption In re Ciber, Inc., et al., Case No. 17-10772 (the Chapter
11 Cases).
On May 2, 2017, the Bankruptcy Court entered the Order (I)
Establishing Bidding Procedures and Granting Related Relief and
(II) Approving the Bid Protections Related to the Sale of Certain
Assets Free and Clear of Liens, Claims, Encumbrances, and
Interests [Docket Nos. 8, 73] (the Bidding Procedures Order). to
the Bidding Procedures Order, the Bankruptcy Court approved the
Buyer (identified in Item 1.01 to this Current Report on Form
8-K) as the stalking horse bidder and further approved the
bidding procedures (Bidding Procedures). The Bidding Procedures
set forth the process by which the Debtors are authorized to
conduct an auction for the sale of all or substantially all of
the assets (the Assets) of the Debtors. The Bidding Procedures
are for the purpose of seeking and evaluating offers for the
Assets, in addition to the bid contemplated by the stalking horse
bidder.
Also as previously reported in the Prior 8-K, 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 Debtors 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 Debtors filed a
motion with the Bankruptcy Court seeking approval of the DIP
Financing. The
Bankruptcy Court issued an Interim Order approving the DIP Credit
Agreement on April 12, 2017, and issued a final Order approving
the DIP Credit Agreement on May 2, 2017 with certain
modifications.
The foregoing description of the DIP Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the DIP Credit Agreement filed as Exhibit 10.1.
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 above in Item 1.03 of this Form 8-K
regarding the DIP Financing is incorporated herein by reference.
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.
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Description
2.1
Amendment No. 1 to Asset Purchase Agreement dated as of
May 2, 2017 by and between Ciber, Inc. and Capgemini
America, Inc.
10.1
Debtor-In-Possession Credit Agreement dated as of April
12, 2017 by and among Wells Fargo Bank, N.A. as
Administrative Agent, The Lenders That Are Parties
Hereto as the Lenders, and Ciber, Inc., Ciber
Consulting, Inc. and Ciber International LLC as
Borrowers. *
*
Schedules and exhibits have been omitted. A copy of any
omitted schedule or exhibit will be furnished
supplementally to the Securities and Exchange
Commission upon request.


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 -0.0021 at 0.0278 with 3,145,435 shares trading hands.