Evolving Systems,Inc. (NASDAQ:EVOL) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On September4, 2017, Evolving Systems Holdings Limited (“EVOL Holdings), a wholly owned subsidiary of Evolving Systems, Inc., completed a previously announced acquisition under a Share Purchase Agreement (the “Purchase Agreement”) with Lumata Holdings Limited (“Lumata Holdings” or “Seller”) and Francisco PartnersIII (Cayman) L.P, as Guarantor (the “Acquisition”). EVOL Holdings and Seller are both companies incorporated under the laws of England and Wales.
EVOL Holdings acquired all of the issued and outstanding shares of four (4)Lumata Holdings subsidiaries, Lumata France SAS, Lumata Spain S.L., Lumata UK Ltd and Lumata Deutschland GmbH (collectively, “Lumata Entities”) in exchange for a cash payment totaling €4 million, subject to certain adjustments. The Seller and certain members of the Seller’s management entered into Management Warranty Deeds to secure Lumata Holdings’ representations and warranties under the Purchase Agreement and, to the extent the amounts provided under the Management Warranty Deeds are not sufficient to satisfy post-closing claims, EVOL Holdings may seek recovery from the Guarantor in an amount not to exceed €400,000.
In connection with the Acquisition, EVOL Holdings entered into a Term Loan Facility Agreement, a Debenture and a Subordination Deed with East West Bank as lender in the amount of $4,730,000 (collectively, the “Loan Facility Agreements”). The details of the Loan Facility Agreements are contained in a Form8-K filed by Evolving Systems,Inc. on August22, 2017.
Text of Agreements. The foregoing descriptions of the Purchase Agreement and the Loan Facility Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit10.1 to the Report on Form8-K filed by Evolving Systems,Inc. with the Securities and Exchange Commission on August17, 2017 and incorporated herein by reference; and of the Loan Facility Agreements, copies of which were filed as Exhibits10.1, 10.2 and 10.3 on Form8-K with the Securities and Exchange Commission August22, 2017, and incorporated herein by reference. The foregoing descriptions are qualified in their entirety by reference to such exhibits.
Item 2.01 Other Events
On September7, 2017, Evolving Systems,Inc. issued a press release announcing the closing of the Acquisition described in Item 2.01 above. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference.
Item 2.01 FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements of Business Acquired.
The financial statements required to be filed as part of this report will be filed by an amendment to this Current Report on Form8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.
b) Pro Forma Financial Statements.
The pro forma financial information required to be filed as part of this report will be filed by an amendment to this Current Report on Form8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.
c) Shell Company Transactions. Not applicable.
d) Exhibits. The following exhibits are filed with this report.
Press Release issued by Evolving Systems,Inc. announcing completion of the acquisition of the Lumata Entities.