EXTREME NETWORKS, INC. (NASDAQ:EXTR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On October26, 2017, Extreme Networks, Inc., a Delaware corporation (the “Company”) entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), which amends that certain Amended and Restated Credit Agreement, dated as of October28, 2016 (as amended, the “Credit Agreement”), by and among the Company, as borrower, Silicon Valley Bank, as administrative agent and collateral agent, and the financial institutions that are a party thereto as lenders (“Lenders”). Among other things, the Third Amendment (i)amends the negative covenant governing dispositions to increase the general dispositions basket for the fiscal year of the Company ending June30, 2018, and (ii)amends certain definitions and provisions to update certain references to the Purchase Agreement (as defined below).
The above description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
As previously reported, on October3, 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Brocade Communications Systems, Inc. (“Brocade”), to purchase the data center switching, routing and analytics business (the “Business”) of Brocade and its subsidiaries (the “Transaction”). On October27, 2017, the Company and Brocade completed the Transaction.
Upon closing the Transaction (the “Closing”), the Company paid an upfront closing cash payment equal to $23million (inclusive of $13million representing target working capital, which is subject to a post-closing true-up adjustment based on the finally determined amount of working capital), which was funded with cash on hand and a portion of the proceeds from the Company’s borrowing under the Credit Agreement described in Item 1.01 of this Current Report on Form 8-K. Further, under the Purchase Agreement, the Company has also agreed to pay Brocade: (i)a deferred payment equal to $20million to be paid in installments of $1million per quarter for the next 20 full fiscal quarters of the Company following the Closing, plus (ii)quarterly earnout payments equal to 50% of the profits of the Business for the five-year period commencing at the end of the first full fiscal quarter of the Company following the Closing.
As previously reported, on October3, 2017, the Company, LSI Corporation, a Delaware corporation (“LSI”), and Broadcom Corporation, a Delaware corporation (“Broadcom”) entered into a consent agreement (“Consent Agreement”) whereby, among other things, the Company agreed to pay Broadcom $25million upon consummation of the Purchase Agreement. In connection with the Closing, the Company is making such payment to Broadcom.
The above descriptions of the Purchase Agreement and the Consent Agreement do not purport to be complete and each are qualified in their entirety by reference to the full text of the Purchase Agreement and Consent Agreement, as applicable, copies of which ere included as exhibits to the Company’s Current Reports on Form 8-K previously filed on October3, 2017.
Item 1.01. Regulation FD Disclosure.
On October30, 2017, the Company issued a press release announcing that they had completed the acquisition outlined in the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The Abbreviated Financial Statements of Assets to be Acquired and Liabilities to be Assumed and the Abbreviated Financial Statements of Combined Statements of Revenues and Direct Expenses for the fiscal years ended October29, 2016, October31, 2015 and November1, 2014 (audited) and for the 3-month periods ended October27, 2017 and 2016, (unaudited), will be filed by amendment as soon as practicable, but in no event later than 71 days after the date of this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information. |
The pro forma financial information required to be filed to Item 1.01(b) of Form 8-K will be filed by amendment as soon as practicable, but in no event later than 71 days after the date of this Current Report on Form 8-K is required to be filed.
| * | This filing excludes schedules and exhibits to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC. |
EXTREME NETWORKS INC ExhibitEX-10.1 2 d484189dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”),…To view the full exhibit click here
About EXTREME NETWORKS, INC. (NASDAQ:EXTR)
Extreme Networks, Inc. is a provider of network infrastructure equipment. The Company markets its products to business, governmental, healthcare, service provider and educational customers with a focus on corporate enterprises and metropolitan service providers on a global basis. The Company operates through the development and marketing of network infrastructure equipment segment. The Company’s products include ExtremeWireless, ExtremeSwitching, ExtremeControl, ExtremeManagement, ExtremeCloud, ExtremeAnalytics and ExtremeSecurity. The Company offers solutions in categories, which includes industry solutions, technology solutions and managed services solutions. The Company operates in three geographical areas: Americas, which includes the United States, Canada, Mexico, Central America and South America; EMEA, which includes Europe, Russia, Middle East and Africa, and APAC, which includes Asia Pacific, South Asia, India, Australia and Japan.
