TELIGENT Item 1.01 Entry into a Material Definitive Agreement
Sale of New 2023 Notes - Note Purchase Agreement, Exchange Agreements and Indenture
On
The Company also issued approximately
The New 2023 Notes were issued pursuant to an indenture (the "Indenture"), dated
as of
The Purchase Agreement and the Exchange Agreements contain customary representations, warranties and covenants by and from the Company, the Purchasers and the Exchanging Noteholders.
Interest on the New 2023 Notes accrues at the rate of 9.5% per annum and is
payable in kind and capitalized with principal semiannually in arrears on
In connection with the issuance of the New 2023 Notes, the Company, certain of
the Company's material
Holders of the New 2023 Notes (the "Noteholders") are entitled to convert
principal and accrued, unpaid interest on the Notes into, at the Company's
election, cash, shares of the Company's common stock (the "Common Stock"), or a
combination thereof, subject to certain limitations. The New 2023 Notes are
convertible at an initial conversion price per share of Common Stock equal to
The New 2023 Notes provide for customary events of default. In the case of certain events of default, either the Trustee or Noteholders holding no less than 25% of the aggregate principal amount outstanding under the New 2023 Notes may declare all of the outstanding principal amount of the New 2023 Notes and accrued and unpaid interest, if any, to be immediately due and payable. Upon certain events of bankruptcy, insolvency, or reorganization of the Company or . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading "Sale of New 2023 Notes - Note Purchase Agreement, Exchange Agreements and Indenture" is incorporated herein by reference.
The Company offered and sold the New 2023 Notes for cash in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), in reliance upon the safe harbor
provided by Rule 506(b) of Regulation D promulgated thereunder. The Company
effected the exchange of New 2023 Notes in reliance on the exemption from
registration provided by Section 3(a)(9) of the Securities Act. Neither the New
2023 Notes nor the shares of Common Stock issuable upon conversion of the New
2023 Notes have been registered under the Securities Act or may be offered or
sold in
Item 8.01 Other Events
On
In connection with the sale of the New 2023 Notes, the Company disclosed the following information in certain presentations made by the Company's management to prospective purchasers of New 2023 Notes. All of the information set forth below is based upon management estimates and certain other assumptions available to and made by the Company's management at the time such disclosures were made.
Cash Flow and Liquidity Matters
The Company estimates that cash collected globally for the quarter ended
As described above, the First Lien Amendment and the Second Lien Amendment amend
the First Lien Credit Agreement and Second Lien Credit Agreement, respectively,
to decrease the required minimum Liquidity (as defined in the Senior Credit
Facilities) of the Company and its subsidiaries, on a consolidated basis, to
The Company anticipates that it will return to being cash flow positive in the first quarter of 2021.
The forecasted information in respect of the Company's anticipated cash
collections for the three months ending
Outlook for Three Months Ending
Three Months Ending
For the three months ending
Three Months Ending
For the three months ending
EBITDA, as defined by the Company, is calculated as follows: net loss plus (i) depreciation expense; (ii) amortization of intangibles; (iii) impairment charges; (iv) interest expense and other expenses, net; (v) amortization of debt issuance costs, debt discounts and debt extinguishment and (vi) provision for income taxes. Adjusted EBITDA, as defined by the Company, is calculated as follows: EBITDA plus (i) foreign currency exchange loss; (ii) changes in the fair value of derivatives and (iii) non-cash stock-based compensation expense. EBITDA and Adjusted EBITDA are non-GAAP measures and should not be used in isolation or as a substitute for consolidated statements of operations and cash flow data prepared in accordance with GAAP.
The information included above in respect of the Company's forecasts of certain future operating results is subject to a number of uncertainties and risks based on the relevant assumptions and expectations, including those described below in "Cautionary Note Concerning Forward-Looking Statements". Specifically, there is a high level of uncertainty associated with the COVID-19 pandemic and the effects thereof on the Company's future performance and results of operations. Any of these risks or uncertainties, including in respect of the COVID-19 pandemic, could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by the Company's forecasts above. The above forecasts should not be construed as financial guidance and should not be relied upon as such.
Cautionary Note Concerning Forward-Looking Statements
The estimates, projections and certain of the other statements contained in this
Current Report on Form 8-K, including, without limitation, the information
contained under Item 8.01 of this Current Report on Form 8-K, are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us, including statements concerning the financing transactions
described herein, future results, operations, outlooks, plans, goals, cash
flows, liquidity and other events which have not yet occurred. These statements
are intended to qualify for the safe harbors from liability provided by Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934. All statements other than statements of historical facts are statements
that could be deemed forward-looking. These statements are based on current
expectations, estimates, forecasts and projections about the Company's business
and the industry in which the Company operates and the beliefs and assumptions
of the Company's management. Forward-looking statements can be identified by the
use of words such as "will," "may," "could," "should," "would," "believe,"
"depends," "expect," "goal," "anticipate," "forecast," "project," "future,"
"intend," "plan," "estimate," "target," "indicate," "outlook," and similar
expressions of future intent or the negative of such terms. Forward-looking
statements include those statements that relate to the issuance and sale of the
New 2023 Notes, the Company's estimated operating results and the Company's
outlook (including, without limitation, the information contained under Item
8.01 of this Current Report on Form 8-K), including, but not limited to,
statements regarding the expected amount of net proceeds from the sale of New
2023 Notes, the expected use of net proceeds from the sale of New 2023 Notes,
the Company's estimated cash collections for the three months ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
4.1 Indenture, dated as of July 20, 2020 , by and among the Company,
the Subsidiary Guarantors named therein, and Wilmington Trust,
National Association , as Trustee and Collateral Agent
4.2 Form of Note (included in Exhibit 4.1)
4.3 Form of Warrant, dated July 20, 2020 , by and among the Company and
the lenders party thereto
10.1 Form of Purchase Agreement, dated as of July 20, 2020 , between the
Company, certain of its subsidiaries and the purchasers party
thereto
10.2 Exchange Agreement, dated as of July 20, 2020 , between the
Company, certain of its subsidiaries and the exchanging holders of
Series A Convertible Notes party thereto
10.3 Exchange Agreement, dated as of July 20, 2020 , between the
Company, certain of its subsidiaries and the exchanging holders of
Series B Convertible Notes party thereto
10.4 Consent and Amendment No. 3 to First Lien Credit Agreement, dated
as of July 20, 2020 , by and among the Company, its subsidiaries
signatory thereto, the lenders party thereto, and ACF Finco I LP , as
Administrative Agent
10.5 Consent and Amendment No. 5 to Second Lien Credit Agreement, dated
as of July 20, 2020 , by and among the Company, its subsidiaries
signatory thereto, the lenders party thereto, and Ares Capital
Corporation, as Administrative Agent
99.1 Press release, dated July 20, 2020 © Edgar Online, source
