Attached files
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| EX-99.1 - PRESS RELEASE DATED JUNE 18, 2018 - Fusion Connect, Inc. | fsnn_ex991.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
Date of
Report (Date of earliest event reported) June 15, 2018
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FUSION CONNECT, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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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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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 201-2400
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Not Applicable
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(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 (see General Instruction A.2.
below):
☐ 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))
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. ☐
Item 2.01
Completion of Acquisition or Disposition of Assets.
On June 15, 2018, Fusion Connect, Inc., a Delaware corporation (the
“Company”), completed its previously announced
acquisition of MegaPath Holding Corporation, a Delaware corporation
(“MegaPath”), pursuant to the Agreement and Plan of
Merger (the “Merger Agreement”), dated May 4, 2018, by
and among the Company, Fusion MPHC Acquisition Corp., a Delaware
corporation (“MPHC Merger Sub”), MegaPath, and
Shareholder Representative Services LLC, a Colorado limited
liability company, solely in its capacity as the representative of
the stockholders and optionholders of MegaPath. At the closing of
the MegaPath acquisition (the “Closing”), MPHC Merger
Sub merged with and into MegaPath, with MegaPath surviving the
merger, and it simultaneously changed its name to “Fusion
MPHC Holding Corporation.”
At the Closing, the Company paid approximately $61.5 million of the
$71.5 million purchase price in cash (the “Cash
Consideration”), and approximately $10 million of the
purchase price was paid in 1,679,144 shares of Fusion’s
common stock, par value $0.01 per share (the “Stock
Consideration”), issued to the former stockholders of
MegaPath who are “Accredited Investors” as defined
under Rule 501 of Regulation D promulgated under the Securities Act
(the “MegaPath Stockholders”), at an agreed upon price
of $5.775 per share, in accordance with the Merger Agreement.
Furthermore, $2,500,000 of the Cash Consideration was deposited
into an escrow account with Citibank, N.A., as escrow agent, to be
held for one (1) year to secure the indemnification obligations in
favor of Fusion under the Merger Agreement.
The Cash Consideration, as well as certain expenses associated with
the acquisition of MegaPath, was funded from approximately
$62 million of borrowings under the First Lien Credit and
Guaranty Agreement (the “First Lien Credit Agreement”),
dated May 4, 2018, with Wilmington Trust, National Association, as
Administrative Agent and Collateral Agent, the lenders party
thereto, and all of the U.S.-based subsidiaries of Fusion, as
guarantors thereunder.
On June 18, 2018, the Company issued a press release announcing the
completion of its acquisition of MegaPath, a copy of which is filed
as Exhibit 99.1 hereto and which is incorporated by reference
herein.
Item 3.02
Unregistered Sale of Equity Securities
The information set forth under Item 2.01 above is incorporated
herein by reference. The Stock Consideration was issued to the
MegaPath Stockholders in reliance upon exemptions from the
registration requirements under the Securities Act of 1933, as
amended, pursuant to Section 4(a)(2) thereunder.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Press
release dated June 18, 2018 announcing completion of the
acquisition of MegaPath Holding Corporation.
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SIGNATURE
Pursuant to the requirements of the
Securities
Exchange Act of 1934, as amended, the
registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly
authorized.
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FUSION CONNECT, INC.
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By: /s/ James P. Prenetta,
Jr.
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James P. Prenetta, Jr.
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June 18, 2018
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EVP and General Counsel
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