Attached files
| file | filename |
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| EX-10.1 - FIRST AMENDMENT TO CREDIT AGREEMENT - GTT Communications, Inc. | exh10-1_356363.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - GTT Communications, Inc. | exh1-1_356364.htm |
| EX-5.1 - OPINION OF KELLEY DRYE & WARREN LLP - GTT Communications, Inc. | exh5-1_476874.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 5, 2014
(Date of earliest event reported)
GTT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35965
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20-2096338
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7900 Tysons One Place
Suite 1450
McLean, Virginia 22102
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(Address of principal executive offices)(Zip Code)
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(703) 442-5500
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On December 5, 2014, GTT Communications, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative (the “Representative”) of the several underwriters (“Underwriters”) named in the Underwriting Agreement, pursuant to which the Representative agreed to act as lead underwriter in a public offering (the “Offering”) of 3,500,000 shares (the “Shares”) of the Company’s Common Stock. The Underwriters have a 30-day option to purchase up to 525,000 additional shares. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 which was declared effective by the Securities and Exchange Commission on May 1, 2014 (File No. 333- 194972) and a prospectus supplement dated December 5, 2014. The Underwriting Agreement contains representations and warranties and covenants relating to the Offering. The Offering closed on December 10, 2014.
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the Underwriters or such other indemnified parties may be required to make in respect of any such liabilities.
The opinion of Kelley Drye & Warren LLP regarding the validity of the Shares sold in the Offering is attached hereto as Exhibit 5.1.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1.
In connection with the Offering, on December 5, 2014, the Company entered into the First Amendment (the “Amendment”) to the Company’s Second Amended and Restated Credit Agreement dated as of August 6, 2014 (the “Credit Agreement”), with the other borrowers thereunder, several lenders thereunder (the “Lenders”), and Webster Bank, N.A., as Administrative Agent for the Lenders. Pursuant to the Amendment, the Lenders and the Company agreed to amend the Credit Agreement to postpone the Company’s obligation prepay indebtedness under the Credit Agreement with the proceeds of the Offering until the maturity date of the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the Amendment, which is attached hereto as Exhibit 10.1.
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Item 9.01
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Financial Statements and Exhibits
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(c) Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of December 5, 2014.
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5.1
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Opinion of Kelley Drye & Warren LLP.
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10.1
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First Amendment to Credit Agreement, dated as of December 5, 2014.
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23.1
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Consent of Kelley Drye & Warren LLP (contained in Exhibit 5.1).
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SIGNATURE
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 thereunto duly authorized.
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GTT COMMUNICATIONS, INC.
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Dated: December 10, 2014
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By:
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/s/ Michael R. Bauer | ||
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Michael R. Bauer
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of December 5, 2014.
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5.1
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Opinion of Kelley Drye & Warren LLP.
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10.1
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First Amendment to Credit Agreement, dated as of December 5, 2014.
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23.1
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Consent of Kelley Drye & Warren LLP (contained in Exhibit 5.1).
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