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): October 4, 2016
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-35678 | 98-1170810 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Block C, Cookstown Court Belgard Road Tallaght Dublin 24 Ireland |
||
| (Address of principal executive offices) | (Zip Code) |
+353 (1) 413 1250
Registrant’s telephone number, including area code
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:
| ☐ | 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)) |
| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously reported, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) on July 30, 2016 by and among the Company, Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Verizon (“Bidco”), in connection with a proposed acquisition of the entire issued and to be issued share capital of the Company, whereby Bidco will acquire all of the issued and to be issued share capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended.
In accordance with the Transaction Agreement, on October 4, 2016, the Company repaid in full all amounts owed under that certain Credit Agreement, dated as of January 21, 2015, by and among the Company, Fleetmatics Development Limited, and Fleetmatics USA, LLC as the borrowers, certain financial institutions as the lenders (the “Lenders”) and Citibank, N.A., as administrative agent for the Lenders, as amended by that First Amendment to Credit Agreement, dated as of April 29, 2016 (the “Credit Agreement”) and terminated the Credit Agreement. The Company did not incur any prepayment penalties in connection with repaying and terminating the Credit Agreement.
A description of the Credit Agreement is included in Item 1.01 of the Current Report on Form 8-K filed by the Company on January 22, 2015, and is incorporated into this Item 1.02 by reference.
SIGNATURES
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.
| Date: October 7, 2016 | FLEETMATICS GROUP PLC | |||||
| By: | /s/ Stephen Lifshatz | |||||
| Name: | Stephen Lifshatz | |||||
| Title: | Chief Financial Officer Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | |||||