| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 6, 2018, Presidio, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with AP VIII Aegis Holdings, L.P. (“Aegis LP”), an affiliate of investment funds managed by affiliates of Apollo Global Management, LLC. Pursuant to the Stock Repurchase Agreement, the Company agreed to repurchase 10,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) from Aegis LP for aggregate consideration of approximately $160 million, representing a purchase price of $14.75 per share of Common Stock (the “Repurchase”).
To fund the Repurchase, the Company intends to use proceeds of $160 million of additional term loans under an incremental term loan B facility to be established pursuant to the Credit Agreement, dated as of February 2, 2015 (as amended and in effect from time to time), among Presidio LLC and Presidio Networked Solutions LLC, as borrowers, certain subsidiaries of the Company party thereto, the lenders and other parties party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent, subject to customary closing conditions (the “Financing”).
The Stock Repurchase Agreement, the Repurchase and the related transactions were approved by the Company’s board of directors (the “Board”) and a committee of independent directors.
The Repurchase, which is expected to close on September 13, 2018, is subject to certain customary closing conditions, including the receipt of net proceeds from the Financing. Following consummation of the Repurchase, Aegis LP will continue to own 47,050,000 shares of Common Stock, or 57% of the shares of Common Stock outstanding as of August 31, 2018.
A copy of the Stock Repurchase Agreement has been attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
| Item 2.02. | Results of Operations and Financial Condition. |
On September 6, 2018, the Company issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2018. In the press release, the Company also announced that it would be holding a conference call, as well as a live webcast on the Company’s Investor Relations website at http://investors.presidio.com, on September 6, 2018 at 5:00 p.m. Eastern Time to discuss its financial results. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form8-K, the information in Item 2.02 of this Current Report on Form8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
