GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Entry into a Material Definitive Agreement
Item 7.01. Entry into a Material Definitive Agreement.

Item 7.01, below, is incorporated herein.

Item 7.01 Unregistered Sale of Equity Securities

On March25, 2018 GTT Communications, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Aleph Tiger Investors LP (“Tiger LP”), to which Tiger LP agreed to purchase 3,948,449 shares of common stock of the Company (the “Purchased Shares”) for an aggregate purchase price of $175.0 million. The proceeds from the sale of the Purchased Shares will be used by the Company to partially fund its previously announced acquisition of Interoute Communications Holdings S.A.(“Interoute”) from Emasan AG and Turbo Holdings Lux II Sarl (the “Acquisition”) and to pay related transaction expenses. The Company will issue the shares at the closing of the Acquisition, and the issuance is subject to the substantially concurrent consummation of the Acquisition and certain other conditions.

The investors group in Tiger LP is led by affiliates of Aleph Capital Partners LLP (“Aleph”) and Crestview Partners (“Crestview”). Aleph and Crestview are significant shareholders of Interoute. The price per share to Tiger LP will be $44.3212, which is the same price per share used for purposes of establishing the conversion price of the Company’s previously announced SeriesA preferred stock financing. Like the Purchased Shares, the proceeds of the SeriesA preferred stock will provide funds for the Company to finance, in part, the Acquisition.

The Purchased Shares will be restricted securities under the Securities Act of 1933, as amended, and will be issued in reliance on the exemption from registration under the Securities Act provided by Section4(2)of the Securities Act. to an Investor Rights Agreement to be entered into among the Company and Tiger LP on the issue date, the holders of the Purchased Shares will be entitled to certain registration rights with respect to the Purchased Shares.

If the Acquisition is not consummated, the Securities Purchase Agreement will terminate, and the Company will not issue any of the Purchased Shares.

Cautionary Statement

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Securities Purchase Agreement which is filed as Exhibit10.1 to this Current Report on Form8-K, which is incorporated herein by reference.

The Securities Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Tiger LP. The representations, warranties and covenants contained in the Securities Purchase Agreement (1)were made by the parties only for purposes of the Securities Purchase Agreement, (2)were made solely for the benefit of the parties to the Securities Purchase Agreement, (3)may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Securities Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information), (4)may have been made for the purposes of allocating contractual risk between the parties to the Securities Purchase Agreement instead of establishing these matters as facts and (5)may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Securities Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Securities Purchase Agreement, and not to provide investors with any other factual information regarding the Company, Tiger LP or their respective businesses. Investors are not third party beneficiaries of the Securities Purchase Agreement and should not rely on the representations, warranties, covenants or agreements in the Securities Purchase Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Tiger LP or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, agreements, conditions and other terms of the Securities Purchase Agreement may be subject to subsequent waiver or

modification. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements in the Securities Purchase Agreement may change after the date of the Securities Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 7.01 Regulation FD Disclosure

Financing of the Acquisition

As a result of the Securities Purchase Agreement, the aggregate principal amount of the commitments in respect of the senior unsecured bridge loan facility (the “Bridge Facility”) under that certain commitment letter (the “Debt Commitment Letter”), dated February23, 2018, by and among the Company and Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, KeyBank National Association, KeyBanc Capital Markets Inc., SunTrust Bank, SunTrust Robinson Humphrey,Inc., Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding,Inc., Citizens Bank, National Association and ING Capital LLC (collectively, the “Commitment Parties”), are $575.0 million, to the terms of the Debt Commitment Letter. The debt financing for the Acquisition is currently expected to consist of (a)a new €640.0 million term loan B facility (the “EMEA Term Loan Facility”), (b)a new $1.3305 billion term loan B facility (the “US Term Loan Facility”), (c)a $200.0 million revolving credit facility, and (d)senior unsecured notes (the “Notes”) yielding gross proceeds of $575.0 million (or, if the offering of the Notes yielding at least $575.0 million of gross proceeds is not consummated prior to, or concurrently with, the Acquisition, the drawdown of the Bridge Facility). The amounts of the Notes/Bridge Facility and/or US Term Loan Facility may be reduced if the Company elects to seek additional equity funding to finance the Acquisition.

The funding of the financing by the Commitment Parties is subject to a number of conditions, as discussed at Item 7.01 of our Form 8-K filed on February27, 2018.

This Current Report on Form8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The information in this Item 7.01 (1)is furnished to Item 7.01 and shall not be deemed “filed” for any purpose; and (2)shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 7.01 Other Events

On March26, 2018, the Company issued a press release announcing the transactions contemplated by the Securities Purchase Agreement. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference.

Item 7.01 Financial Statements and Exhibits

(d) Exhibits

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GTT Communications, Inc. Exhibit
EX-10.1 2 a18-9052_1ex10d1.htm EX-10.1 Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of March 25,…
To view the full exhibit click here

About GTT COMMUNICATIONS,INC. (NYSE:GTT)

GTT Communications, Inc. is a provider of cloud networking services. The Company offers a portfolio of global communications services, including EtherCloud wide area network services; Internet services; managed network and security services, and voice and unified communication services. The Company provides Layer 2 (Ethernet) and Layer 3 (multiprotocol label switching (MPLS)) solutions to meet the needs of multinational clients. The Company offers customers high-bandwidth global Internet connectivity and IP transit with availability and packet delivery. It offers managed network services, including managed equipment, managed security services and managed secure access. Its Tier 1 Internet protocol (IP) network delivers connectivity for its clients around the world. It provides services to multinational enterprises, carriers and government customers in over 100 countries. The Company’s global network assets are deployed in North America, South America, Europe, Asia and Australia.