Attached files
| file | filename |
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| EX-99.3 - EX-99.3 - UniTek Global Services, Inc. | v191223_ex99-3.htm |
| EX-99.1 - EX-99.1 - UniTek Global Services, Inc. | v191223_ex99-1.htm |
| EX-99.2 - EX-99.2 - UniTek Global Services, Inc. | v191223_ex99-2.htm |
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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): July 16, 2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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000-28579
(Commission
File Number)
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75-2233445
(IRS
Employer Identification No.)
|
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1777
Sentry Parkway West, Blue Bell, PA
(Address
of Principal Executive Offices)
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19422
(Zip
Code)
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Registrant’s
telephone number, including area code: (267) 464-1700
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Third
Incremental Term B Facility Amendment and Amendment No. 6 to the First Lien
Credit Agreement
On July 16, 2010, Unitek Acquisition,
Inc. (“Unitek Acquisition”), a Delaware corporation and a subsidiary
of UniTek Global Services, Inc. (the “Company”), Unitek Midco, Inc.,
a Delaware corporation and a subsidiary of the Company (“Unitek Midco”), certain
subsidiaries of Unitek Acquisition as guarantors, the Third Incremental Term B
Lenders (as defined below), Royal Bank of Canada, as administrative agent, and
the Lenders (as defined below) entered into that certain Third Incremental Term
B Facility Amendment and Amendment No. 6 to the First Lien Credit Agreement (the
“Amendment”).
The Amendment implements
the Third Incremental Term B Facility (as defined below) and amends that certain
First Lien Credit Agreement, dated as of September 27, 2007 (the “Credit
Agreement”), by and among Unitek Acquisition, Unitek Midco, certain subsidiaries
of Unitek Acquisition as guarantors and the lenders party thereto (the
“Lenders”).
Pursuant to Section 2.18 of the Credit
Agreement, Unitek Midco requested and Greenstar Capital Finance LLC, Aladdin
Flexible Investment Fund SPC, Series 2007-1, Aladdin Flexible Investment Fund
SPC, Series 2008-1, and Aladdin Flexible Investment Fund SPC, Series 2008-2
(collectively, the “Third Incremental Term B Lenders”), agreed to provide a
$20,000,000 Incremental Term B Facility (the “Third Incremental Term B
Facility”). $5,000,000 of the Third Incremental Term B Facility shall
only be available to Unitek Acquisition upon the fulfillment of certain
conditions precedent, including compliance with the covenants in the Credit
Agreement at the time of borrowing and compliance with a 12-month period EBITDA
target set forth in the Amendment. The Amendment further amends the
Credit Agreement to reflect the Third Incremental Term B
Facility. The Amendment also includes a restatement of the
representations, warranties and covenants contained in the Credit
Agreement. The Third Incremental Term B Facility currently bears
interest at the same rate as the prior Term B facility.
Warrants
Pursuant to the terms of the Amendment,
the Third Incremental Term B Lenders received warrants (the “Warrants”) to
purchase an aggregate of 3,000,000 shares of common stock of the
Company. The Warrants have an exercise price of $0.01 per share, may
only be exercised in increments of 10,000 shares or more and expire on July 16,
2020. The Warrants contain a cashless exercise provision and provide
for anti-dilution adjustments in the case of reclassifications, consolidations,
mergers or sales that impact the Company’s common stock.
Amendment
No. 1 to Registration Rights Agreement
Commensurate with the execution of the
Amendment and the issuance of the Warrants, the Company entered into that
certain Amendment No. 1 to Registration Rights Agreement (the “Registration
Rights Amendment”). The Registration Rights Amendment amends that
certain Registration Rights Agreement, dated as of January 27, 2010 (the
“Registration Rights Agreement”), such that the shares of the Company’s common
stock underlying the Warrants are included in the definition of “Registrable
Securities” under the Registration Rights Agreement. All of the Third Incremental Term B Lenders executed joinders to the Registration Rights Agreement.
The Amendment, the form of Warrant and
the Registration Rights Amendment are filed as Exhibits 99.1, 99.2 and 99.3 to
this report and the terms thereof are incorporated herein by
reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01
under the heading “Third Incremental Term B Facility Amendment and Amendment No.
6 to the First Lien Credit Agreement” is hereby incorporated by reference into
this Item 2.03.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Third
Incremental Term B Facility Amendment and Amendment No. 6 to the First
Lien Credit Agreement, dated as of July 16, 2010
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99.2
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Form
of Warrant
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99.3
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Amendment
No. 1 to Registration Rights Agreement, dated as of July 16,
2010
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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UNITEK
GLOBAL SERVICES , INC.
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Date: July
22, 2010
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By:
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/s/ Ronald J.
Lejman
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Ronald
J. Lejman
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Chief
Financial Officer and
Treasurer
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