Attached files
| file | filename |
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| EX-10.1 - IntraLinks Holdings, Inc. | v204376_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported) November
24, 2010
INTRALINKS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34832
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20-8915510
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Identification No.)
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150
East 42nd
Street, 8th
Floor, New York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212)
543-7700
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
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o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement.
On
November 24, 2010, IntraLinks Holdings, Inc. (the “Company”) and its
wholly-owned direct subsidiary IntraLinks, Inc., as borrower (the “Borrower”),
entered into Amendment No. 2 (the “Second Amendment”) to the First Lien Credit
Agreement dated as of June 15, 2007 (as previously amended by Amendment No. 1
dated as of May 14, 2010, the “First Lien Credit Facility”), by and among the
Company, the Borrower, each lender from time to time party thereto, Deutsche
Bank Securities Inc. and Credit Suisse Securities (USA) LLC, as joint lead
arrangers and joint bookrunners, Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent for the lenders and as syndication
agent, and ING Capital LLC, as documentation agent.
The
Second Amendment amends certain provisions of the First Lien Credit Facility to,
among other things, provide that the Borrower will use the proceeds of a public
offering of common stock of the Company that is consummated on or prior to June
30, 2011 to voluntarily prepay amounts outstanding under the Second Lien Credit
Agreement by and among the Company, the Borrower, the lenders from time to time
party thereto, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA)
LLC, as joint lead arrangers and joint bookrunners, Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent for the lenders and as
syndication agent, dated as of June 15, 2007, as amended by Amendment No. 1
dated as of May 14, 2010, and, to the extent that the proceeds of such an
offering remain after such a prepayment, first to pay for any fees and expenses
related to the offering and then for general corporate purposes. In
exchange for their agreement to enter into the Second Amendment, the Borrower
agreed to pay a small fee to the consenting lenders. In addition, the
Company paid an arrangement fee to Deutsche Bank Securities Inc.
Deutsche
Bank Securities Inc., which together with certain of its affiliates served as a
joint lead arranger, a joint bookrunner, administrative agent, collateral agent,
syndication agent, swing line lender, issuing lender for commercial letters of
credit, issuing lender for standby letters of credit and/or as a lender under
the First Lien Credit Facility, also served as an underwriter in the Company’s
initial public offering which closed on August 11, 2010 (the “IPO”), and is
currently serving as an underwriter in a proposed public offering by the Company
pursuant to a registration statement on Form S-1 (File No. 333-170694) (the
“Offering”). Credit Suisse Securities (USA) LLC, which served as a
joint lead arranger, a joint bookrunner, and a lender under the First Lien
Credit Facility also served as an underwriter in the Company’s IPO and is
currently serving as an underwriter in the proposed Offering.
The
foregoing description of the Second Amendment is not complete and is qualified
in its entirety by reference to the Second Amendment, the form of which is filed
as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements
and Exhibits.
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(d)
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Exhibits:
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10.1 Amendment
No. 2, dated as of November 24, 2010, to the First Lien Credit Agreement, dated
as of June 15, 2007, by and among the Company, IntraLinks, Inc., each lender
from time to time party thereto, Deutsche Bank Securities Inc. and Credit Suisse
Securities (USA) LLC, as joint lead arrangers and joint bookrunners, Deutsche
Bank Trust Company Americas, as administrative agent and collateral agent for
the lenders and as syndication agent, and ING Capital LLC, as documentation
agent.
SIGNATURES
Pursuant 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.
Dated: November
30, 2010
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INTRALINKS
HOLDINGS, INC.
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By:
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/s/ David G.
Curran
David
G. Curran
Executive
Vice President, Business and Legal
Affairs
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