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): March 31, 2022
VERRA MOBILITY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 1-37979 | 81-3563824 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| |
1150 N. Alma School Road
Mesa, Arizona
(Address of principal executive offices) | 85201
(Zip Code) |
(480) 443-7000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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:
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(Title of each class) | | (Trading symbol) | | (Name of each exchange on which registered) |
Class A common stock, par value $0.0001 per share | | VRRM | | Nasdaq Capital Market |
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 7.01 Regulation FD Disclosure.
On March 31, 2022, Verra Mobility Corporation (the “Company”) issued a press release (i) disclosing the occurrence of the Technical Default (as described below), (ii) announcing an adjustment in the timing related to the transition of its Chief Financial Officer, and (iii) providing full year 2022 financial guidance. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On March 31, 2022, the Company notified its lenders that it was unable to file its Form 10-K within 90 days following the year ended December 31, 2021, as is required under the Company’s Amendment and Restated Agreement No.1 to the First Lien Term Loan Credit Agreement, its Senior Unsecured Notes in favor of VM Consolidated, Inc., and its Revolving Credit Agreement. While Company was compliant with all debt covenants as of December 31, 2021, this late filing created a technical default (the “Technical Default”) when the Form 10-K filing requirement was not met. The Technical Default did not cause an acceleration of any Company indebtedness, and the Company indicated that it expects to file its Form 10-K and regain compliance with its debt covenants in advance of the date that any of its debt would be capable of becoming accelerated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: March 31, 2022 | Verra Mobility Corporation |
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| By: | /s/ Patricia Chiodo |
| Name: | Patricia Chiodo |
| Title: | Chief Financial Officer |
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