Attached files
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| EX-10 - Ubiquiti Inc. | ex10-04202017_010420.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): April 14,
2017
UBIQUITI NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-35300
(Commission File Number)
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32-0097377
(IRS Employer Identification No.)
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2580 Orchard ParkwaySan Jose, CA 95131
(Address of principal executive offices, including zip
code)
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(408) 942-3085
(Registrant’s telephone number, including area
code)
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N/A
(Former name or former address, if changed since last
report)
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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:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
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.
First Amendment to Amended and Restated Credit
Agreement
On April 14, 2017, Ubiquiti Networks, Inc. (the
“Company”) and certain subsidiaries of the Company
entered into the First Amendment (the “First
Amendment”) to the Amended and Restated Credit Agreement,
dated as of March 3, 2015 (the “Credit Agreement”),
governing the Company’s senior secured credit facilities, by
and among the Company and Ubiquiti International Holding Company
Limited, a wholly-owned subsidiary of the Company, as borrowers,
certain subsidiaries of the borrowers, as guarantors, the lenders
and other financial institutions party thereto and Wells Fargo
Bank, National Association, as administrative agent (“Wells
Fargo”).
The First Amendment (a) increases the maximum aggregate amount of
revolving loan commitments from $200 million to $300 million and
(b) allows for an incremental increase of $50 million in the form
of term loans or revolving credit commitments, subject to the
Company’s pro forma compliance with financial covenants, the
administrative agent’s approval, the Company obtaining
commitments for such increase and other customary conditions. The
First Amendment also provides that the Company and certain of its
subsidiaries will be required to maintain minimum liquidity of $250
million, which represents a $25 million increase from the previous
minimum liquidity test. All other material terms and
provisions of the Credit Agreement remain substantially identical
to the terms and provisions in place immediately prior to the
effectiveness of the First Amendment, other than the revision or
inclusion of certain customary market provisions.
The
foregoing description of the First Amendment does not purport to be
complete and is qualified in its entirety by reference to the full
text of the First Amendment which is filed herewith as Exhibit 10.1
and is incorporated herein by reference.
Wells
Fargo and the lenders and other financial institutions party to the
Credit Agreement, as amended by the First Amendment, and certain of
their respective affiliates, have provided, and in the future may
provide, financial, banking and related services to the Company.
These parties have received, and in the future may receive,
compensation from the Company for these services.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
description of the First Amendment set forth under Item 1.01 is
incorporated into this Item 2.03 by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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First
Amendment, dated as of April 14, 2017, to Amended and Restated
Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti
Networks, Inc. and Ubiquiti International Holding Company Limited,
as borrowers, certain subsidiaries of the borrowers, as guarantors,
the lenders and other financial institutions party thereto and
Wells Fargo Bank, National Association, as administrative
agent.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: April 20, 2017 |
Ubiquiti Networks,
Inc.
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By:
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/s/
Robert
J. Pera
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Name:
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Robert J.
Pera
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Title:
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Chief Executive
Officer
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