ORBCOMM Inc. (NASDAQ:ORBC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on
Form 8-K (this Report) is incorporated by reference into this
Item1.01.

Item1.02. Termination of a Material Definitive
Agreement.

The information included in Item 2.03 of this Report is
incorporated by reference into this Item 1.02.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

Indenture

On April10, 2017, ORBCOMM Inc. (the Company) issued $250million
aggregate principal amount of 8.0% senior secured notes due 2024
(the Notes) in a private offering. The Notes were issued to an
indenture, dated as of April10, 2017, among the Company, certain
of its domestic subsidiaries party thereto (the Guarantors) and
U.S. Bank National Association, as trustee and collateral agent
(the Indenture). The Notes are unconditionally guaranteed on a
senior secured basis by the Guarantors, and the Notes are secured
on a first priority basis by (i)pledges of capital stock of
certain of the Companys and the Guarantors subsidiaries; and
(ii)substantially all of the other property and assets of the
Company and the Guarantors, to the extent a first priority
security interest is able to be granted or perfected therein, and
subject, in all cases, to certain specified exceptions.

Optional Redemption

The Company will have the option to redeem some or all of the
Notes at any time on or after April1, 2020, at redemption prices
set forth in the Indenture plus accrued and unpaid interest, if
any, to the date of redemption. The Company will also have the
option to redeem some or all of the Notes at any time before
April1, 2020 at a redemption price of 50% of the principal amount
of the Notes to be redeemed, plus a make-whole premium and
accrued and unpaid interest, if any, to the date of redemption.

In addition, at any time before April1, 2020, the Company may
redeem up to 35% of the aggregate principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, to the
date of redemption, with the proceeds from certain equity
issuances.

Certain Covenants

The Indenture contains covenants that, among other things, limit
the Companys and its restricted subsidiaries ability to: (i)incur
or guarantee additional indebtedness; (ii)pay dividends, make
other distributions or repurchase or redeem capital stock;
(iii)prepay, redeem or repurchase certain indebtedness; (iv)make
loans and investments; (v)sell, transfer or otherwise dispose of
assets; (vi)incur or permit to exist certain liens; (vii)enter
into certain types of transactions with affiliates; (viii)enter
into agreements restricting the Companys subsidiaries ability to
pay dividends; and (ix)consolidate, amalgamate, merge or sell all
or substantially all of their assets; subject, in all cases, to
certain specified exceptions. Such limitations have various
exceptions and baskets as set forth in the Indenture, including
the incurrence by the Company and its restricted subsidiaries of
indebtedness under potential new credit facilities in the
aggregate principal amount at any one time outstanding not to
exceed $50 million. In the event the Company incurs future first
lien indebtedness, including under the potential new credit
facilities, the Company will enter into an intercreditor
agreement substantially in the form attached as an exhibit to the
Indenture.

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Upon certain change of control events, holders of the Notes will
have the right to require the Company to make an offer to
purchase each holders Notes at a price equal to 101% of the
principal amount of the Notes to be repurchased, plus any accrued
and unpaid interest to the repurchase date.

The foregoing descriptions of the Indenture and the Notes are
only summaries and are qualified in their entirety by reference
to the full text of the Indenture (including the form of Notes
attached as an exhibit thereto), a copy of which is attached
hereto as Exhibit 4.1 to this Report and is incorporated herein
by reference.

Security Agreement

On April10, 2017, the Company and the Guarantors entered into a
first lien security agreement (the Security Agreement) in favor
of U.S. Bank National Association, as collateral agent (the
Collateral Agent). Under the Security Agreement, the Company and
the Guarantors granted to the Collateral Agent, on behalf of and
for the ratable benefit of the holders of the Notes, a security
interest in substantially all of their personal property, to the
extent a first priority security interest is able to be granted
or perfected therein, and subject to exclusions identified in the
Security Agreement.

The foregoing description of the Security Agreement is a summary
only and is qualified in its entirety by reference to the full
text of the Security Agreement, a copy of which is included as
Exhibit 4.2 to this Report and incorporated herein by reference.

Termination of Existing Credit Facility

On April 10, 2017 a portion of the proceeds of the Notes was used
to repay in full the Companys outstanding obligations under and
terminate the Companys existing $160 million credit facilities
(the Existing Credit Facilities) incurred to a credit agreement
dated September 30, 2014 among the Company, Macquarie CAF LLC, as
administrative agent, and the other lenders party thereto. As of
such date, $150 million of term loans were outstanding under the
Existing Credit Facilities.

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Item9.01 Financial Statements and Exhibits

(d) Exhibits.

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About ORBCOMM Inc. (NASDAQ:ORBC)

ORBCOMM Inc. is a provider of machine-to-machine (M2M) solutions, including network connectivity, devices and Web reporting applications. The Company’s M2M products and services are designed to track, monitor and manage security for a range of assets, such as trailers, trucks, rail cars, intermodal containers, generators, fluid tanks, marine vessels, diesel or electric powered generators (gensets), oil and gas wells, pipeline monitoring equipment, irrigation control systems, and utility meters, in the transportation and distribution, heavy equipment, oil and gas, maritime and government industries. It provides Automatic Identification System (AIS) data services to assist in vessel navigation and to improve maritime safety to government and commercial customers across the world. The Company provides its services using various network platforms, including its own constellation of approximately 40 low-Earth orbit (LEO) satellites and its accompanying ground infrastructure.

ORBCOMM Inc. (NASDAQ:ORBC) Recent Trading Information

ORBCOMM Inc. (NASDAQ:ORBC) closed its last trading session up +0.22 at 9.67 with 908,619 shares trading hands.