Attached files
file | filename |
---|---|
EX-99.1 - PRESS RELEASE - Fusion Connect, Inc. | fsnn_ex991.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): January 14, 2020
Fusion Connect, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
001-32421
|
58-2342021
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
210 Interstate North Parkway, Suite 300, Atlanta, Georgia
30339
|
(Address
of Principal Executive Offices, including Zip Code)
|
(212) 201-2400
(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:
|
☐
|
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))
|
|||
|
Securities
registered pursuant to Section 12(b) of the Act: None
|
Title of
each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
|
|
|
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
8.01.
Other
Events.
As
previously reported, on June 3, 2019 Fusion Connect, Inc.
(“Fusion”) and its U.S.
subsidiaries (collectively, the “Debtors” ) filed
voluntary petitions (the cases commenced thereby, the
“Chapter 11
Cases”) under chapter 11 of title 11 of the United
States Code (the “Bankruptcy Code”) in the United
States Bankruptcy Court for the Southern District of New York (the
“Court”). The Chapter 11
Cases are being jointly administered under the caption In re Fusion Connect, Inc. (Case No.
19-11811).
As previously reported, the Debtors filed
the Joint Chapter 11 Plan of
Fusion Connect, Inc. and Its Subsidiary Debtors (the “Initial
Plan”) and the related
disclosure statement (the “Initial Disclosure
Statement”) with the
Court. On October 7, 2019, the Debtors filed
the Second Amended Joint Chapter
11 Plan of Fusion Connect, Inc. and Its Subsidiary
Debtors (the
“Second Amended
Plan”) and the related
second amended disclosure statement (the “Second Amended
Disclosure Statement”
and, together with the Initial Disclosure Statement, the
“Disclosure
Statement”) with the
Court. On November 8, 2019, the Debtors filed with the Court
the Third Amended Joint Chapter 11
Plan of Fusion Connect, Inc. and Its Subsidiary
Debtors (as further
amended, supplemented, or modified in accordance with its terms,
the “Third Amended
Plan”, which amended the
Second Amended Plan, together with the Initial Plan and the Second
Amended Plan, the “Plan”).
Capitalized terms used but not otherwise defined in this Current
Report on Form 8-K have the meanings ascribed to them in the Plan
or Disclosure Statement, as applicable.
As
previously reported on December 17, 2019, the Bankruptcy Court
entered an order (the “Confirmation Order”)
confirming the Plan. On January 14, 2020 (the “Effective Date”), the
Plan became effective in accordance with its terms and the Debtors
emerged from Chapter 11 protection. On the Effective Date, by
operation of the Plan, all agreements, instruments and other
documents evidencing any equity interest of the Company, including
outstanding shares of existing equity interests, any rights of any
holders thereof were deemed canceled, discharged and of no further
force or effect. The treatment of certain stakeholders under the
terms of the Plan are as follows:
●
The lenders under
the Prepetition First Lien Credit Agreement holding allowed claims
in the aggregate principal amount of $585,481,310.80 received such
lender’s pro rata share of (i) 97.5% of the New Equity
Interests (which may be distributed in the form of Special
Warrants), subject to dilution by the Management Incentive Plan and
(ii) the loans under New First Lien Credit Facility;
●
The lenders under
the Prepetition Second Lien Credit Agreement received such
lender’s pro rata share of Special Warrants to purchase 2.5%
of all of the issued and outstanding New Equity Interests, subject
to dilution by the Management Incentive Plan;
●
Holders of
unsecured claims received such holder’s pro rata share of the
Litigation Trust Interests; and
●
Holders of
Fusion’s shares of common stock and preferred stock received
no distribution or consideration under the Plan on account of their
equity interests, and all such shares were cancelled on the
Effective Date.
In
addition, on the Effective Date, certain holders of the New Equity
Interests entered into a Stockholders Agreement setting forth
certain governance matters, including certain rights and
restrictions of the stockholders party thereto. Pursuant to the
terms of the Stockholders Agreement and the Plan, on the Effective
Date, the directors serving on Fusion’s board of directors
resigned and a new slate of directors was appointed to the board of
directors of Reorganized FCI.
The
descriptions of the Plan and the Confirmation Order do not purport
to be complete and are qualified in their entirety by reference to
the full text of the Confirmation Order and the Plan (annexed to
the Confirmation Order as Exhibit A) set forth in Exhibit 2.1
to Fusion’s Current Report on
Form 8-K filed on December 27, 2019 with the Securities and
Exchange Commission (the “SEC”), and incorporated by reference
herein to this Current Report on Form 8-K.
On
January 14, 2020, Fusion will file a Form 15 with the SEC to
deregister its common stock, $0.01 par value per share
(“Common
Stock”) under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and
suspend its reporting obligations under Section 15(d) of the
Exchange Act. Upon filing the Form 15, Fusion’s obligations
to file certain reports and forms with the SEC, including Forms
10-K, 10-Q and 8-K, will be immediately suspended. Fusion expects
that deregistration will become effective 90 days after filing the
Form 15. During this 90-day period, Fusion and certain beneficial
owners of Fusion’s Common Stock will remain subject to the
SEC’s proxy rules and beneficial ownership reporting
requirements.
Following
deregistration, Fusion does not plan to post current information
with the OTC or otherwise make it publicly available, and
therefore does not expect that its Common Stock will be eligible
for quotation on the OTC Pink Market. Following the filing of the
Form 15, shares of Fusion’s Common Stock may continue to be
quoted on the OTC Pink Market for a limited period, contingent on,
among other things, market makers’ demonstrating continued
interest. However, there is no assurance that trading in
Fusion’s Common Stock will continue on the OTC Pink Market or
any other medium.
On
January 14, 2020, Fusion issued a press release relating to the
events described in this Current Report on Form 8-K. A copy of the
press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated into this item 8.01 by
reference.
Court
filings and other information related to Fusion and the Chapter 11
Cases will continue to be available at a website administered by
Fusion’s claims agent, Prime Clerk, at
https://cases.primeclerk.com/Fusion.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements in this Current Report on Form 8-K constitute
“forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. Statements that are not historical fact are forward-looking
statements. Certain of these forward-looking statements can be
identified by the use of words such as “believes,”
“anticipates,” “expects,”
“intends,” “plans,” “projects,”
“estimates,” “assumes,” “may,”
“should,” “could,” “shall,”
“will,” “seeks,” “targets,”
“future,” or other similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors and Fusion’s actual
results, performance or achievements could differ materially from
future results, performance or achievements expressed in these
forward-looking statements. Such statements include, but are not
limited to, the terms of the Plan and the Disclosure Statement; the
Chapter 11 Cases and Court proceedings; the strength of our capital
structure and balance sheet and our future plans, opportunities,
objectives, expectations, or intentions. These forward-looking
statements are based on Fusion’s current beliefs, intentions
and expectations and are not guarantees or indicative of future
performance, nor should any conclusions be drawn or assumptions be
made as to the outcome of any potential transactions or strategic
initiatives Fusion considers. Important assumptions and other
important factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, those factors, risks and uncertainties described in
more detail in the risk factors set forth in Exhibit 99.3 to
Fusion’s Current Report on Form 8-K filed on July 2, 2019
with the SEC and other filings with the SEC.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
See
Exhibit Index
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
Press
Release dated January 14, 2020
|
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.
|
Fusion
Connect, Inc.
|
|
|
|
|
|
|
|
Date:
January 14, 2020
|
By:
|
/s/
James P. Prenetta, Jr.
|
|
|
Name:
James P. Prenetta, Jr.
|
|
|
Title:
Executive Vice President and General Counsel
|