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): June 23, 2017

 

GTT Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-35965

 

20-2096338

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

7900 Tysons One Place

Suite 1450

McLean, VA 22102

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (703) 442-5500

 

N/A

(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):

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 3.02                                           Unregistered Sale of Equity Securities

 

On June 23, 2017 GTT Americas, LLC, a wholly-owned subsidiary of GTT Communications, Inc., entered into a Membership Interest Purchase Agreement by and among GTT Americas, LLC, Pivotal Global Capacity, LLC and GC Pivotal, LLC, pursuant to which GTT Americas agreed to acquire from Pivotal Global Capacity all of the equity interests in GC Pivotal.  The acquisition was announced in a press release issued by GTT Communications on June 26, 2017.  The purchase price to Pivotal Global Capacity will be paid $100.0 million in cash and by delivery of 1,850,000 shares of the common stock, par value $0.0001 per share, of GTT Communications.

 

GTT Communications will issue the shares at the closing of the acquisition, and the issuance is subject to the consummation of the acquisition.  The shares will be restricted securities under the Securities Act of 1933, as amended, and will be issued in reliance on the exemption from registration under the Securities Act provided by Section 4(2) of the Securities Act.

 

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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.

 

Date: June 29, 2017

GTT COMMUNICATIONS, INC.

 

 

 

/s/ Chris McKee

 

Chris McKee
Secretary and General Counsel

 

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