Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement |
Termination of the Existing Credit Agreement
The proceeds of the transactions described in this Form 8-K were used, in part, by the Company to repay in full the outstanding loans and other obligations under the Third Amended and Restated Credit Agreement, dated as of October 5, 2016 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Company, CCI, certain subsidiaries of the Company as guarantors, the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent and collateral agent. The Existing Credit Agreement was terminated and all liens granted under the Existing Credit Agreement were released in connection with such repayment.
Satisfaction and Discharge of 6.50% Senior Notes due 2022
On October 2, 2020, Wells Fargo Bank, National Association, as trustee (the “Existing Trustee”) for CCI’s 6.50% Senior Notes due 2022 (the “Existing Notes”), at CCI’s direction, delivered a notice of redemption to holders of the Existing Notes to redeem all outstanding Existing Notes at a price equal to 100% of the aggregate principal amount of Existing Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The Existing Notes were issued under an Indenture, dated as of September 18, 2014 (as amended, supplemented or otherwise modified from time to time, the “Existing Indenture”) among CCI (as successor to Consolidated Communications Finance II Co.), the Company, certain subsidiaries of the Company and the Existing Trustee.
Substantially concurrently with the issuance of the Notes and the entry into the Credit Agreement, using a portion of the proceeds of the transactions described in this Form 8-K, CCI deposited with the Existing Trustee an amount sufficient to pay and discharge the entire indebtedness under the Existing Notes, and the Existing Indenture was satisfied and discharged. The Existing Notes will be redeemed on November 2, 2020, in accordance with the notice of redemption delivered on October 2, 2020.
| 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 in Item 1.01 of this Current Report on Form 8-K under the headings “Credit Agreement” and “Senior Secured Notes Offering” is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of the Subordinated Note, the Contingent Payment Right and the shares of Common Stock pursuant to the Investment Agreement are exempt from registration under the Securities Act by virtue of the exemption provided by Section 4(a)(2) of the Securities Act.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the previously disclosed Governance Agreement, dated as of September 13, 2020, by and between the Company and the Investor, and effective as of the Initial Closing, the Board of Directors of the Company (the “Board”) increased its size from eight to nine members and David Fuller, a designee of the Investor, was appointed as a member of the Board of Directors.
Mr. Fuller will be entitled to receive similar compensation, benefits, reimbursement, indemnification and insurance coverage for his service as a director as the independent directors of the Company receive in connection with such service. The Company’s non-employee director compensation program is described in further detail in its Proxy Statement for the 2020 Annual Meeting of Stockholders filed on March 23, 2020.
Except as described in this Current Report on Form 8-K, there are no transactions between Mr. Fuller and the Company that would be reportable under Item 404(a) of Regulation S-K.
Mr. Fuller and the Company will enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in substantially the form entered into with the Company’s other directors and executive officers and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2013.
Mr. Fuller is the chair of the board of directors at Mitel Networks and is also a member of the board of directors of Great-West Lifeco (Canada Life, Empower, Irish Life). He is also a Senior Advisor to the Boston Consulting Group, where he plays an advisory role to their Technology, Media and Telecom practice globally. Prior to this, Mr. Fuller was the Executive Vice-President of TELUS Corporation (“TELUS”), a Canadian telecommunications company, and President, TELUS Consumer and Small Business Solutions, from 2014 until January 2019. He previously served as the Chief Marketing Officer of TELUS from 2009 to 2014 and the Senior Vice-President of TELUS Business Solutions Marketing from 2004 to 2009. Prior to joining TELUS, Mr. Fuller spent 15 years in the management consulting industry with a number of firms, culminating in the country managing partner role at KPMG Consulting. He has previously served as a director of The Royal Conservatory of Music and the Board of Trustees of the Ontario Science Centre. Mr. Fuller is a Professional Engineer and holds a MBA from the Schulich School of Business at York University and a Bachelor of Applied Science in Engineering from Queen’s University.
On October 2, 2020, the Company issued a press release announcing the Initial Closing, the entry into the Credit Agreement and the issuance of the Notes. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
