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EX-99.1 - EX-99.1 - BOINGO WIRELESS, INC.a14-25228_1ex99d1.htm











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 21, 2014



(Exact name of registrant as specified in its charter)







(State or Other Jurisdiction
of Incorporation)


(Commission File Number)


(I.R.S. Employer

Identification Number)


10960 Wilshire Blvd., Suite 800

Los Angeles, California 90024

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code:  (310) 586-5180


Not Applicable

(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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01. Entry into a Material Definitive Agreement.


The information set forth in Item 2.03 below is incorporated by reference into this Item 1.01.


Item 2.03.  Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.


On November 21, 2014, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A. and Silicon Valley Bank (the “Lenders”), for a secured credit facility in the form of a revolving line of credit in the initial amount of up to $46.5 million ($15 million of which is available for letters of credit), with an option to increase the available amount to $86.5 million upon the satisfaction of certain conditions (the “Revolving Line of Credit”) and a term loan of $3.5 million (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all of our assets, with certain exclusions.


We expect that most amounts borrowed under the Credit Facility will bear interest at LIBOR plus 2.5% - 3.5% per year; however, certain amounts borrowed will bear interest at Lender’s Prime Rate plus 1.5% - 2.5% per year.  In addition, we will pay a fee of 0.375% - 0.5% per year on any unused portion of the Revolving Line of Credit. The Revolving Line of Credit requires quarterly payments of interest and matures on November 21, 2018, but may be prepaid in whole or part at any time. The Term Loan requires quarterly payments of interest and principal, amortizing fully over the four-year-term such that it is repaid in full on the maturity date of November 21, 2018, but may be prepaid in whole or part at any time. However, repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein.


Silicon Valley Bank and the other lender parties to the Credit Agreement, and certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to us. These parties have received, and in the future may receive, compensation from us for these services.


The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement and related agreements, copies of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.


Item 9.01.  Financial Statements and Exhibits


(d) Exhibits.


Exhibit Number








Boingo Wireless, Inc. Press Release dated November 26, 2014






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.









DATE: November 26, 2014


/s/ Peter Hovenier



Peter Hovenier



Chief Financial Officer and Secretary