LogMeIn, Inc. (NASDAQ:LOGM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On March23, 2018, LogMeIn, Inc. (the “Company”) entered into a borrower accession agreement (the “Borrower Accession Agreement”) with its wholly-owned subsidiary, LogMeIn USA, Inc., a Delaware corporation (“LogMeIn USA”), and JPMorgan Chase Bank, N.A. acting in its capacity as administrative agent (the “Administrative Agent”), to which LogMeIn USA became a borrower under the Company’s existing multi-currency Amended and Restated Credit Agreement, dated as of February1, 2017 (the “Credit Agreement”) by and between the Company and a syndicate of banks for which JPMorgan Chase Bank, N.A. acted as the Administrative Agent, Joint Bookrunner and Joint Lead Arranger, Wells Fargo Securities, LLC and RBC Capital Markets acted as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, and Silicon Valley Bank, Citizens Bank, N.A., Bank of America, N.A. and SunTrust Bank acted as Documentation Agents.
As a borrower, LogMeIn USA will have access to the Company’s $400,000,000 revolving credit line under the Credit Agreement. The obligations of LogMeIn USA under the Credit Agreement are guaranteed by the Company and certain of the Company’s material U.S. subsidiaries (other than any excluded material U.S. subsidiaries under the terms of the Credit Agreement). The obligations of LogMeIn USA and each of its guarantors are secured by substantially all of their assets, including a pledge of 50% of the capital stock of the Company’s and its U.S. subsidiary guarantors’ existing and future U.S. subsidiaries, subject to certain exceptions as more fully described in the Credit Agreement.
The foregoing description of the Credit Agreement and the Borrower Accession Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which has been incorporated herein by reference as Exhibit 10.1, and the Borrower Accession Agreement which has been filed herewith as Exhibit 10.2.
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
On March20, 2018, LogMeIn, Inc. (the “Company”) and certain of its subsidiaries completed the sale of its Xively business to Google LLC and Google Ireland Holdings Unlimited Company (the “Google Entities”), to the terms of an Asset Purchase Agreement dated February9, 2018 by and among the Company, LogMeIn USA, Inc., LogMeIn Ireland Holding Company Limited, LogMeIn Ireland Limited, LogMeIn KFT and the Google Entities (the “Agreement”). Under the terms of the Agreement, the Google Entities purchased certain assets and assumed certain liabilities of the Xively business for approximately $50million in cash, $7.5million of which will be held by Google for a period of eighteen (18)months as an exclusive security in the event of the Company’s breach of any of the representations and warranties made by the Company in the Agreement.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form8-K above with respect to entering into the Borrower Accession Agreement by LogMeIn USA is incorporated by reference into this Item 1.01.
| Item 1.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March20, 2018, the Board of Directors (the “Board”) of the Company approved the following changes to William R. Wagner’s compensation as recommended by the Compensation Committee of the Board:
For fiscal 2018, Mr.Wagner will be entitled to an annual base salary in the amount of $625,000 and an annual cash incentive bonus of $625,000, assuming the Company’s achievement of 50% of the Company’s established target performance goals for fiscal 2018.Mr.Wagner’s actual bonus payment for the 2018 calendar year will be based on the Company’s level of achievement of its performance objectives and goals.As an executive officer of the Company, Mr.Wagner’s annual cash incentive bonus will be subject to the Company’s executive compensation recovery, or “clawback,” policy, which requires the reimbursement of excess incentive-based cash compensation provided to our executive officers in the event of certain restatements of our financial statements.
| Item 1.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
Unaudited pro forma combined financial information of the Company for the year ended December31, 2017 reflecting, among other things, the disposition of Xively is included in Exhibit 99.1 filed herewith and incorporated by reference into this Item 1.01.
(d) Exhibits.
ExhibitIndex
| Exhibit No. |
Description |
| 10.1 | Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among LogMeIn, Inc., each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Bookrunner and Joint Lead Arranger, Wells Fargo Securities, LLC and RBC Capital Markets as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, and Silicon Valley Bank, Citizens Bank, N.A., Bank of America, N.A. and SunTrust Bank, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by LogMeIn, Inc. on February1, 2017). |
| 10.2 | Borrower Accession Agreement, dated as of March23, 2018, among LogMeIn, Inc., LogMeIn USA, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent. |
| 99.1 | Unaudited pro forma combined financial information of the Company reflecting, among other things, the disposition of Xively. |
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LogMeIn, Inc. ExhibitEX-10.2 2 d549154dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 BORROWER ACCESSION AGREEMENT This BORROWER ACCESSION AGREEMENT dated as of March 23,…To view the full exhibit click here
About LogMeIn, Inc. (NASDAQ:LOGM)
LogMeIn, Inc. provides a portfolio of cloud-based service offerings, which helps people and businesses to connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru, BoldChat, Cubby, join.me, LastPass, LogMeIn Pro, LogMeIn Central, LogMeIn Rescue, LogMeIn Rescue+Mobile, LogMeIn Backup, LogMeIn for iOS, LogMeIn Hamachi, MeldiumTM, Xively and RemotelyAnywhere. The Company’s services are focused on markets, such as identity and access management, collaboration and the Internet of Things, and are delivered through the cloud as hosted services, commonly called software-as-a-service (SaaS). The Company offers both free and fee based, or premium, services. The Company’s core cloud-based services are categorized into business lines, including Collaboration, Service and Support, Identity and Access Management, and Connected Products. It also offers annual maintenance services that include software upgrades and support services for this application.
