TELOS CORPORATION (OTCMKTS:TLSRP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Item 2.03.
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Entry into a Material Definitive Agreement
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
On April 18, 2017, Telos Corporation (the “Company”) entered
into a Second Amendment to Credit Agreement (“Second
Amendment”), by and among the Company, as borrower, Xacta
Corporation, ubIQuity.com, Inc., and Teloworks, Inc., as
guarantors (together, the “Guarantors”), Enlightenment
Capital Solutions Fund II, L.P., as agent (the “Agent”), and
the lenders party thereto (the “Lenders”), in order to amend
that certain Credit Agreement (the “Credit Agreement”), dated
January 25, 2017, as previously amended by that certain First
Amendment to Credit Agreement, dated February 23, 2017 (the
“First Amendment”, together with Second Amendment and the
Credit Agreement, the “Amended Credit Agreement”).
into a Second Amendment to Credit Agreement (“Second
Amendment”), by and among the Company, as borrower, Xacta
Corporation, ubIQuity.com, Inc., and Teloworks, Inc., as
guarantors (together, the “Guarantors”), Enlightenment
Capital Solutions Fund II, L.P., as agent (the “Agent”), and
the lenders party thereto (the “Lenders”), in order to amend
that certain Credit Agreement (the “Credit Agreement”), dated
January 25, 2017, as previously amended by that certain First
Amendment to Credit Agreement, dated February 23, 2017 (the
“First Amendment”, together with Second Amendment and the
Credit Agreement, the “Amended Credit Agreement”).
The Second Amendment incorporates the parties’ agreement to
subordinate certain debt owed by the Company to JP Charitable
Foundation (“JPCF”) and Porter Foundation Switzerland
(“PFS”) and to redeem all outstanding shares of the Series
A-1 Redeemable Preferred Stock and the Series A-2 Redeemable
Preferred Stock (together, the “Senior Preferred Stock”),
including those owned by Mr. John R.C. Porter and his
affiliates, for an aggregate purchase price of $2,112,000.
Under the original terms of the Credit Agreement, as amended by
the First Amendment, the Company was required to pay in full
all outstanding amounts owed to JPCF and PFS, and to redeem a
portion of the Senior Preferred Stock not held by Mr. Porter or
his affiliates.
subordinate certain debt owed by the Company to JP Charitable
Foundation (“JPCF”) and Porter Foundation Switzerland
(“PFS”) and to redeem all outstanding shares of the Series
A-1 Redeemable Preferred Stock and the Series A-2 Redeemable
Preferred Stock (together, the “Senior Preferred Stock”),
including those owned by Mr. John R.C. Porter and his
affiliates, for an aggregate purchase price of $2,112,000.
Under the original terms of the Credit Agreement, as amended by
the First Amendment, the Company was required to pay in full
all outstanding amounts owed to JPCF and PFS, and to redeem a
portion of the Senior Preferred Stock not held by Mr. Porter or
his affiliates.
In connection with the Second Amendment and that subordination
of debt, on April 18, 2017, the Company also entered into (a) a
Subordination and Intercreditor Agreement (the “JPCF
Intercreditor Agreement”) among JPCF, the Company, the
Guarantors, and the Agent, (b) a Subordination and
Intercreditor Agreement among PFS, the Company, the Guarantors,
and the Agent (together with JPCF Intercreditor Agreement, the
“Intercreditor Agreements”), (c) a First Amendment to
Subordinated Loan Agreement (the “JCPF First Amendment”)
between the Company and JPCF, in order to amend that certain
Subordinated Loan Agreement, dated March 31, 2015 (as amended
by the JCPF First Amendment, the “JPCF Amended Subordinated
Agreement”), and (d) a First Amendment to Subordinated Loan
Agreement (the “PFS First Amendment”) between the Company and
PFS, in order to amend that certain Subordinated Loan
Agreement, dated March 31, 2015 (as amended by the PFS First
Amendment, the “PFS Amended Subordinated Agreement, and
together with the JPCF Amended Subordinated Agreement, the
“Amended Subordinated Agreements”).
of debt, on April 18, 2017, the Company also entered into (a) a
Subordination and Intercreditor Agreement (the “JPCF
Intercreditor Agreement”) among JPCF, the Company, the
Guarantors, and the Agent, (b) a Subordination and
Intercreditor Agreement among PFS, the Company, the Guarantors,
and the Agent (together with JPCF Intercreditor Agreement, the
“Intercreditor Agreements”), (c) a First Amendment to
Subordinated Loan Agreement (the “JCPF First Amendment”)
between the Company and JPCF, in order to amend that certain
Subordinated Loan Agreement, dated March 31, 2015 (as amended
by the JCPF First Amendment, the “JPCF Amended Subordinated
Agreement”), and (d) a First Amendment to Subordinated Loan
Agreement (the “PFS First Amendment”) between the Company and
PFS, in order to amend that certain Subordinated Loan
Agreement, dated March 31, 2015 (as amended by the PFS First
Amendment, the “PFS Amended Subordinated Agreement, and
together with the JPCF Amended Subordinated Agreement, the
“Amended Subordinated Agreements”).
Under the terms of each of the Intercreditor Agreements, JPCF
and PFS, respectively, agree that the Amended Subordinated
Agreements and the Amended Notes (as defined below) are fully
subordinated to the Amended Credit Agreement and related
documents, and that required payments, if any, under the
Amended Subordinated Agreements and the Amended Notes are
permitted only if certain conditions specified under the
Amended Credit Agreement and the Intercreditor Agreements are
met.
and PFS, respectively, agree that the Amended Subordinated
Agreements and the Amended Notes (as defined below) are fully
subordinated to the Amended Credit Agreement and related
documents, and that required payments, if any, under the
Amended Subordinated Agreements and the Amended Notes are
permitted only if certain conditions specified under the
Amended Credit Agreement and the Intercreditor Agreements are
met.
On April 18, 2017, the Company also entered into an Amended and
Restated Subordinated Promissory Note by the Company in favor
of JPCF in the principal amount of $1,250,000 (the “JCPF
Amended Note”) and an Amended and Restated Subordinated
Promissory Note by the Company in favor of PFS in the principal
amount of $1,250,000 (together with the JCPF Amended Note, the
“Amended Notes”), in order to amend and restate those certain
Subordinated Promissory Notes, dated March 31, 2015. Each of
the Amended Notes reduces the interest rate from twelve percent
to six percent per annum, to be accrued, and extends the
maturity date from July 1, 2017 to July 25, 2022. All other
terms remain in full force and effect.
Restated Subordinated Promissory Note by the Company in favor
of JPCF in the principal amount of $1,250,000 (the “JCPF
Amended Note”) and an Amended and Restated Subordinated
Promissory Note by the Company in favor of PFS in the principal
amount of $1,250,000 (together with the JCPF Amended Note, the
“Amended Notes”), in order to amend and restate those certain
Subordinated Promissory Notes, dated March 31, 2015. Each of
the Amended Notes reduces the interest rate from twelve percent
to six percent per annum, to be accrued, and extends the
maturity date from July 1, 2017 to July 25, 2022. All other
terms remain in full force and effect.
A copy of the Second Amendment is attached hereto as Exhibit
4.1 and is incorporated herein by reference. A copy of each of
the Intercreditor Agreements is attached hereto as Exhibit 4.2
and 4.3, respectively, and is incorporated by reference. A copy
of each of the JCPF First Amendment and the PFS First Amendment
is attached hereto as Exhibit 4.4 and Exhibit 4.5,
respectively, and is incorporated herein by reference. A copy
of each of the Amended Notes is attached hereto as Exhibit 4.6
and Exhibit 4.7, respectively, and is incorporated by
reference. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to the
attached Second Amendment, the Intercreditor Agreements, the
JCPF First Amendment, the PFS First Amendment, and the Amended
Notes.
4.1 and is incorporated herein by reference. A copy of each of
the Intercreditor Agreements is attached hereto as Exhibit 4.2
and 4.3, respectively, and is incorporated by reference. A copy
of each of the JCPF First Amendment and the PFS First Amendment
is attached hereto as Exhibit 4.4 and Exhibit 4.5,
respectively, and is incorporated herein by reference. A copy
of each of the Amended Notes is attached hereto as Exhibit 4.6
and Exhibit 4.7, respectively, and is incorporated by
reference. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to the
attached Second Amendment, the Intercreditor Agreements, the
JCPF First Amendment, the PFS First Amendment, and the Amended
Notes.
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Item 9.01.
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Financial Statements and Exhibits.
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| 4.1 |
Second Amendment to Credit Agreement, dated April 18,
2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders party thereto |
| 4.2 |
Subordination and Intercreditor Agreement, dated April
18, 2017, among JP Charitable Foundation, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P. |
| 4.3 |
Subordination and Intercreditor Agreement, dated April
18, 2017, among Porter Foundation Switzerland, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P. |
| 4.4 |
First Amendment to Subordinated Loan Agreement, dated
April 18, 2017, between Telos Corporation and JP Charitable Foundation |
| 4.5 |
First Amendment to Subordinated Loan Agreement, dated
April 18, 2017, between Telos Corporation and Porter Foundation Switzerland |
| 4.6 |
Amended and Restated Subordinated Promissory Note, dated
April 18, 2017, by Telos Corporation in favor of JP Charitable Foundation |
| 4.7 |
Amended and Restated Subordinated Promissory Note, dated
April 18, 2017, by Telos Corporation in favor of Porter Foundation Switzerland |
S I G N A T U R E S
About TELOS CORPORATION (OTCMKTS:TLSRP)
Telos Corporation is an information technology company focused on designing and providing advanced technologies to deliver solutions that empower and protect the enterprises. The Company’s solutions leverage mobile communication and real-time collaboration. It protects assets that include the critical operational and tactical systems of its customers so that they can conduct their global missions. Its customer base consists primarily of military, intelligence and civilian agencies of the federal government and North Atlantic Treaty Organization (NATO) allies around the world. Its solutions consist of Cyber Operations and Defense, Identity Management and information technology (IT) and Enterprise Solutions. Cyber Operations and Defense includes Cyber Security and Secure Mobility. It provides Xacta IA Manager software and cybersecurity services to its customers. It provides consulting services to its customers under either a firm-fixed price (FFP) or time-and-materials (T&M) basis. TELOS CORPORATION (OTCMKTS:TLSRP) Recent Trading Information
TELOS CORPORATION (OTCMKTS:TLSRP) closed its last trading session 00.00 at 9.90 with 455 shares trading hands.
