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 10, 2018

ConvergeOne Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (888) 321-6227

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 obligations of the registrant under any of the following provisions:

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    ☑

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.    ☐

Senior Secured Term Loan

On April 10, 2018, certain of ConvergeOne Holdings, Inc.’s subsidiaries, C1 Intermediate Corp. (“Intermediate”) and C1 Holdings Corp. (f/k/a ConvergeOne Holdings Corp.) (the “Borrower”), entered into a Term Loan Agreement with Credit Suisse AG, Cayman Islands Branch (the “Term Loan Agreement”). The Term Loan Agreement provides for senior secured term loans in an original aggregate principal amount of $670.0 million (the “Term Loans”). A portion of the proceeds of the Term Loans were used:

We expect to use the remaining proceeds for working capital needs and general corporate purposes. Principal installments in the amount of $1,675,000 are due on the last business day of each quarter commencing September 30, 2018, with the remaining outstanding principal amount to be paid on the maturity date of April 10, 2025.

The obligations under the Term Loan Agreement are unconditionally and irrevocably guaranteed by Intermediate and certain of our restricted subsidiaries pursuant to a Guarantee and Collateral Agreement, dated as of April 10, 2018, by and among the parties (the “Guarantee and Collateral Agreement”). In addition, the obligations under the Term Loan Agreement are secured by a first priority lien on substantially all of our assets and the assets of each guarantor, other than the assets secured by a first priority lien under the Revolving Loan Credit Agreement (the “Revolving Loan Secured Assets”). The Term Loan Agreement additionally grants a second priority lien on the Revolving Loan Secured Assets to secure the obligations thereunder.

The Term Loan Agreement contains a number of significant restrictive covenants. Such restrictive covenants, among other things, restrict, subject to certain exceptions, our and our restricted subsidiaries’ ability to:

The Term Loan Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, including the occurrence of a Change of Control, as defined in the Term Loan Agreement. If an event of default occurs, the lenders under the Term Loan Agreement will be entitled to take various actions, including the acceleration of amounts due under the Term Loan Agreement and actions permitted to be taken by a secured creditor.

The Term Loan Agreement requires us to prepay outstanding Term Loans, subject to certain exceptions, in amounts equal to:

We are permitted to voluntarily repay outstanding Term Loans at any time without premium or penalty unless such payment is made prior to October 10, 2018 in connection with a repricing transaction as described in the Term Loan Agreement, in which case we are required to pay a premium of 1% on the Term Loans so prepaid.

The Term Loans bear interest at 2.75% above the alternate base rate or 3.75% above the Eurodollar rate, as described in the Term Loan Agreement. Interest on the Eurodollar rate Term Loans is payable on the last day of the Interest Period, as defined in the Term Loan Agreement, and interest on alternate base rate Term Loans is payable on the last day of each quarter.

Senior Secured Revolving Loan Facility

On April 10, 2018, Intermediate, the Borrower, certain of our subsidiaries and Wells Fargo entered into a Third Amendment to Revolving Loan Credit Agreement and revised certain definitions and restrictive covenants in such agreement to be consistent with the terms of the new Term Loan Agreement described above.

As of April 10, 2018, after the repayment of $90.0 million as discussed in Item 1.01 above, no amounts were owed under the Revolving Loan Credit Agreement, the aggregate revolving commitment under this agreement was $200 million and the aggregate principal amount of floor plan advances credit limit was $200 million. This agreement matures on June 20, 2022. For a further discussion of the Revolving Loan Credit Agreement, please see the section titled “Description of Indebtedness” in our Registration Statement on Form S-1 (File No. 333- 223837) filed with the Securities and Exchange Commission on March 22, 2018, as amended.

The above summaries of the Term Loan Agreement, the Guarantee and Collateral Agreement and the Third Amendment to Revolving Loan Credit Agreement are qualified in their entirety by reference to the text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

See Item 1.01 above, which is incorporated by reference herein.

In connection with the termination of the Prior Term Loan Agreement, we paid the lenders thereunder a prepayment premium of $5.6 million, which was equal to 1% of the then-outstanding principal amount owed under the agreement. In addition, the associated Guarantee and Collateral Agreement, dated June 20, 2017, between the parties was terminated.

See Item 1.01 above, which is incorporated by reference herein.

(d) Exhibits

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.