Attached files
| file | filename |
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| EX-99.1 - UniTek Global Services, Inc. | v197329_ex99-1.htm |
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): September 20,
2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-28579
(Commission
File Number)
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75-2233445
(IRS
Employer Identification No.)
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|
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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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¨
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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. Entry into a Material Definitive
Agreement.
On September 20, 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, Royal Bank of Canada, as
administrative agent, and the Lenders (as defined below) entered into that
certain Amendment No. 7 to the First Lien Credit Agreement (the
“Amendment”). The Amendment 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”).
In light of the Company’s ongoing
offering of its common shares pursuant to the Company’s Registration Statement
on Form S-1 (Comission File No. 333-168854) (the “Form S-1 Registration
Statement”), the Amendment defines “IPO” as “the public offering of the common
stock of UniTek Global Services, Inc.,” and provides for “Permitted Purposes”
for the proceeds of an IPO, including but not limited to, in the event the IPO
is for $75,000,000, (i) the prepayment of the then outstanding loans made
pursuant to the Company’s Loan Authorization Agreement, (ii) the prepayment of
the Term B Advances (as such term is defined in the Credit Agreement) in a
minimum aggregate amount of $10,000,000, (iii) the prepayment of advances under
the Company’s Second Lien Term Loan Agreement in an aggregate amount of up to
$10,000,000, (iv) prepayment of certain other advances extended under the Credit
Agreement, (v) the contribution of a minimum of $15,000,000 on the balance sheet
of the Company; (vi) the payment of fees and expenses in connection with the IPO
and the use of the proceeds therefrom, and (vii) any other purposes specifically
set forth in the Form S-1 Registration Statement.
The Amendment is filed as Exhibits 99.1
to this report and the terms thereof are incorporated herein by
reference.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits
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99.1
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Amendment
No. 7 to the First Lien Credit Agreement, dated as of September 20,
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:
September 24, 2010
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By:
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/s/ Kyle M. Hall
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Kyle
M. Hall
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General
Counsel, Corporate
Secretary
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