LIMELIGHT NETWORKS, INC. (NASDAQ:LLNW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March1, 2018, Limelight Networks, Inc. (the “Company”) entered into an underwriting agreement by and among the Company and certain investment funds affiliated with The Goldman Sachs Group. Inc. (such investment funds collectively, the “Selling Stockholders”), on the one hand, and B. Riley FBR, Inc. (the “underwriter”), on the other hand. to the underwriting agreement, the Selling Stockholders agreed to sell 15,272,493 shares of the Company’s common stock, par value $0.001 per share, to the underwriter for resale to the public (the “Offering”). The shares were offered to the public at a price of $3.97 per share, and the underwriter purchased the shares from the Selling Stockholders at a price of $3.80 per share. The Company will not receive any of the proceeds from the Offering. The closing of the Offering is expected to occur on March6, 2018.
The underwriting agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the underwriter may be required to make because of any of those liabilities.
The Offering is being made to the Company’s shelf registration statement on Form S-3 (File No.333-222900), as amended, which was declared effective by the Securities and Exchange Commission (the “Commission”) on February26, 2018, a related prospectus dated February26, 2018 and included as part of that registration statement, and a prospectus supplement dated March1, 2018 and filed with the Commission to Rule 424(b) under the Securities Act.
The underwriter and its affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees.
The Company has agreed to repurchase 1,000,000 shares of its common stock directly from the underwriter concurrently with the closing of the Offering. The share repurchase will be effected at a price per share equal to the price per share being paid by the underwriter to the Selling Stockholders in the Offering.The Company expects to use cash on hand to fund the share repurchase. The closing of the share repurchase is contingent on the closing of the Offering and is expected to occur on March6, 2018.
The foregoing description of the underwriting agreement is qualified in its entirety by reference to such underwriting agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
On March1, 2018 the Company issued a press release announcing the commencement of the Offering. On March2, 2018, the Company issued a press release announcing that it had priced the Offering. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed herewith:
|
Exhibit Number |
Description |
| 1.1 | Underwriting Agreement, dated March1, 2018, by and among Limelight Networks, Inc. and the Selling Stockholders identified therein, on the one hand, and B. Riley FBR, Inc., on the other hand. |
| 99.1 | Press Release dated March1, 2018. |
| 99.2 | Press Release dated March2, 2018. |
EXHIBIT INDEX
|
Exhibit Number |
Description |
| 1.1 | Underwriting Agreement, dated March1, 2018, by and among Limelight Networks, Inc. and the Selling Stockholders identified therein, on the one hand, and B. Riley FBR, Inc., on the other hand. |
| 99.1 | Press Release dated March1, 2018. |
| 99.2 | Press Release dated March2, 2018. |
Limelight Networks, Inc. ExhibitEX-1.1 2 d506492dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 15,…To view the full exhibit click here
About LIMELIGHT NETWORKS, INC. (NASDAQ:LLNW)
Limelight Networks, Inc. provides content delivery network services to deliver content over Internet. The Company operates a globally distributed, computing platform and provides services under the Orchestrate Platform, which include content delivery, video content management, Website and Web application acceleration, Website and content security and cloud storage services. The Company’s services include content delivery services, mobile delivery services, video content management services, performance services, cloud-based storage services and cloud-based content security services. It provides solutions to deliver digital content to its customers, such as software and device manufacturers, media and broadcasters, and gaming. It provides services to deliver digital content to Web, mobile, social, gaming, large screen and other digital channels. Its services offer various features, which include video publishing, mobile enablement, content delivery, Website and cloud storage.