Harte Hanks, Inc. (NYSE:HHS) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive
Agreement.
The information set forth in Item 2.01 is incorporated by
reference herein.
On December 23, 2016, in connection with the previously announced
sale of the equity interests of Trillium Software Inc.
(Trillium), Harte-Hanks Trillium UK Limited (Trillium UK) and
Harte-Hanks Trillium Software Germany GmbH (Trillium Germany and
together with Trillium and Trillium UK, the Target Companies),
Harte Hanks, Inc. (Harte Hanks) terminated all commitments and
repaid in full all outstanding loans, together with interest and
all other amounts due in connection with such repayment, under
that certain credit agreement dated March 10, 2016, by and among
Harte Hanks, Wells Fargo Bank, N.A., as Administrative Agent, and
the other parties thereto, as amended (the Credit Agreement), and
terminated the Credit Agreement. Prepayment penalties of
approximately $1.3 million were incurred as a result of the
termination of the Credit Agreement.
Item 2.01 Completion of Acquisition or
Disposition of Assets.
On December 23, 2016, (i) Harte Hanks completed the previously
announced sale of Trillium to Syncsort Incorporated (Syncsort
US), (ii) Harte-Hanks UK Limited (UK Seller) completed the
previously announced sale of Trillium UK to Syncsort Limited (UK
Buyer) and (iii) Harte-Hanks GmbH (German Seller and together
with Harte Hanks and UK Seller, the Sellers) completed the
previously announced sale of Trillium Germany to Syncsort GmbH
(German Buyer and together with Syncsort and UK Buyer, the
Syncsort Buyers), in each case to that certain Stock Purchase
Agreement (the Purchase Agreement) entered into on November 29,
2016 by and among the Sellers, the Syncsort Buyers, the Target
Companies, and Harte Hanks, Inc., in its capacity as
representative of the Sellers (such transaction, the Trillium
Sale). The aggregate consideration received by the Sellers in
respect of the Target Companies from the Syncsort Buyers was
approximately $112 million in cash, less estimated purchase price
adjustments, to the terms of the Purchase Agreement. A portion of
the cash consideration has been deposited into escrow to support
post-closing purchase price adjustments and the Sellers
indemnification obligations.
The information set forth in Harte Hanks Current Report on Form
8-K filed on December 5, 2016 is incorporated by reference
herein. The foregoing description of the Purchase Agreement and
the transactions contemplated thereby does not purport to be
complete and is subject to and qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 8.01 Other Events.
On December 23, 2016, Harte Hanks issued a press release
regarding the completion of the Trillium Sale. A copy of the
press release is filed as Exhibit 99.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this Current Report on Form8-K and in any
exhibits furnished or filed herewith that relate to Harte Hanks
future plans, objectives, expectations, performance, events and
the like may constitute forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Section27A of the Securities Act
of 1933, as amended, and Section21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements are
statements that are not historical facts and can be identified
by the use of forward-looking terminology such as believe,
expect, may, will, likely, could, should, project, could, plan,
goal, potential, pro forma, seek, estimate, intend or
anticipate or the negative thereof, and may include discussions
of strategy, financial projections, guidance and estimates
(including their underlying assumptions), statements regarding
expected timing, completion, costs, effects, plans, objectives,
expectations or consequences of the Trillium Sale, and
statements about the future performance, operations, products
and services of Harte Hanks, including future financial and
operating results and expectations for sales growth. Such
forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ
materially from those anticipated, including uncertainties
regarding the completion of and proceeds from the Trillium
Sale, uncertainties relating to our future costs, and other
risks and uncertainties detailed in our filings with the
Securities and Exchange Commission, including under Item 1A.
Risk Factors in our Annual Report on Form10-K for the year
ended December31, 2015. All forward-looking statements speak
only as of the date hereof and are based on current
information, expectations and estimates and involve risks,
uncertainties, assumptions and other factors that are difficult
to predict and that could cause actual results and events to
vary materially from what is expressed in or indicated by the
forward-looking statements. In such an event, our business,
financial condition, results of operations or liquidity could
be materially adversely affected and investors in our
securities could lose part or all of their investments. Readers
are strongly urged to read the full cautionary statements
contained in those materials. We assume no obligation to update
any forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were
made.
Item 9.01 Financial Statements and
Exhibits.
(b) Pro Forma Financial Information
The following pro forma financial information required under
Item 9.01(b) in connection with the disposition described in
Item 2.01 herein is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2016.
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2016.
Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the years ended December 31 of 2015, 2014 and
2013.
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements.
(d)
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Exhibit Number |
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Exhibit Title |
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2.1* |
Stock Purchase Agreement, dated November 29, 2016, by and |
|
|
99.1 |
Unaudited Pro Forma Condensed Combined Financial |
|
|
99.2 |
December 23, 2016 Press Release of Harte Hanks, Inc. |
*Schedules to the agreement have been omitted to Item 601(b)(2)
of Regulation S-K. Harte Hanks undertakes to furnish
supplementally copies of any of the omitted schedules upon
request by the SEC.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
Date: December 30, 2016 |
HARTE HANKS, INC. |
|
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By: |
/s/ Robert L. R. Munden |
|
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Executive Vice President, |
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General Counsel Secretary |
EXHIBIT INDEX
|
Exhibit Number |
|
Exhibit Title |
|
2.1* |
Stock Purchase Agreement, dated November 29, 2016, by and |
|
|
99.1 |
Unaudited Pro Forma Condensed Combined Financial |
|
|
99.2 |
December 23, 2016 Press Release of Harte Hanks, Inc. |
*Schedules to the agreement have been omitted
About Harte Hanks, Inc. (NYSE:HHS)
Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. The Company’s Customer Interaction business offers a range of marketing services, in media from direct mail to e-mail, including agency and digital services; database marketing solutions and business-to-business lead generation; direct mail, and contact centers. Its agency services are customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. The Company’s digital solutions integrate online services within the marketing mix and include search engine management, display, digital analytics, Website development and design, digital strategy, social media, e-mail, e-commerce and interactive relationship management and a range of other services that support its core businesses. Harte Hanks, Inc. (NYSE:HHS) Recent Trading Information
Harte Hanks, Inc. (NYSE:HHS) closed its last trading session up +0.05 at 1.51 with 1,705,667 shares trading hands.