Item 1.01. Entry into a Material Definitive Agreement
General
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The Issuer was created to hold the equity of subsidiaries that will own the
fiber assets for all Contributed Markets and receive all payments from existing
and future consumer and business customers. The Contributed Markets include
96,000 consumer and business Ting-owned serviceable addresses and 35,000
customers across six states.
2023 Term Notes
The 2023 Term Notes were issued under a Base Indenture (the "Base Indenture")
and the related Series 2023-1 Supplement thereto (the "Series 2023-1
Supplement"), each dated
Interest payments on the 2023 Term Notes are payable on a monthly basis. The
legal final maturity date of the 2023 Term Notes is in April of 2053, but,
unless earlier prepaid to the extent permitted under the Indenture, the
anticipated repayment date of the 2023 Term Notes will be in
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Covenants and Restrictions
The 2023 Term Notes are subject to a series of covenants, restrictions and other investor protections customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the 2023 Term Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, (iii) certain indemnification payments (iv) the Securitization Entities comply with standard bankruptcy-remoteness covenants, including not guaranteeing or being liable for other affiliates debts or liabilities and (v) covenants relating to recordkeeping, access to information, and similar matters.
The 2023 Term Notes are also subject to early amortization as a result of the failure to maintain stated debt service coverage ratio. The 2023 Term Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the 2023 Term Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
Use of Proceeds
On the Closing Date, a portion of the net proceeds of the offering were used to
pay fees and expenses related to the issuance of the 2023 Term Notes. The
Company intends to use the remaining proceeds to fund the expansion of its fiber
networks, create capacity to invest in continued growth, redeem
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Base Indenture, the Series 2023-1 Supplement and the Note Purchase Agreement, which have been filed as Exhibits 4.1, 4.2 and 10.1, respectively, hereto and are hereby incorporated herein by reference. Interested parties should read the documents in their entirety.
Item 7.01 Regulation FD Disclosure.
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The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Company.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and in any exhibits furnished or
filed herewith that relate to the Company's future plans, objectives,
expectations, performance, events and the like may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements that are not historical facts
and can be identified by the use of forward-looking terminology such as
"believe," "expect," "may," "will," "likely," "could," "should," "project,"
"could," "plan," "goal," "potential," "pro forma," "seek," "estimate," "intend"
or "anticipate" or the negative thereof, and may include discussions of
strategy, financial projections, guidance and estimates (including their
underlying assumptions), statements regarding objectives, expectations or
consequences of the securitized financing facility, and statements about the
future performance, operations, products and services of the Company. Such
forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including uncertainties regarding the proceeds from the securitized financing
facility, uncertainties relating to the Company's future costs,
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Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 4.1 † Base Indenture, dated as ofMay 4, 2023 , by and among Ting Issuer LLC, the asset entities party thereto, andCitibank, N.A . 4.2 † Series 2023-1 Indenture Supplement, dated as ofMay 4, 2023 , by and amongTing Issuer LLC , the asset entities party thereto, andCitibank, N.A . 10.1* Note Purchase Agreement, dated as ofMay 4, 2023 , by and among TingIssuer LLC , the asset entities party thereto,Ting Holdco LLC ,Ting Fiber, LLC , and each of the Purchasers listed in Purchaser Schedule thereto 99.1 Press Release issued byTing Fiber, Inc. onMay 4, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Portions of this exhibit have been omitted in accordance with Item 601(a)(6) of Regulation S-K.
*Portions of this exhibit have been omitted in accordance with Item 601(a)(6) and Item 601(b)(10) of Regulation S-K because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
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