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 10, 2017

GTT Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)

7900 Tysons One Place

Suite 1450

McLean, VA 22102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 442-5500

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 1.01              Entry into a Material Definitive Agreement

On July 10, 2017, GTT Communications, Inc. (the “Company”) entered into Amendment No. 1 (the “Repricing Amendment”) to the Company’s existing Credit Agreement described below.  The Repricing Amendment is with and among KeyBank National Association, as administrative agent (the “Agent”), certain lenders party to the Credit Agreement referred to below and KeyBank National Association, as the Additional Tranche B Term Loan Lender.  The Repricing Amendment is to the Credit Agreement, dated as of January 9, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”) by and among (1) the Company, as borrower, (2) KeyBank National Association, as administrative agent, letter of credit issuer and a lender, (3) Credit Suisse AG, Cayman Islands Branch and SunTrust Bank, as the Syndication Agents, (4) KeyBank Capital Markets Inc., Credit Suisse Securities (USA) LLC, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners, (5) Citizens Bank, Wells  Fargo Bank, National Association, and ING Capital LLC, as Documentation Agents, and (6) the other lenders party thereto.

Under the Repricing Amendment, 100% of the outstanding Term Loans as of July 10, 2017 were either converted into Tranche B Term Loans (as defined in the Repricing Amendment) or repaid in full with proceeds from Additional Tranche B Term Loans made by the Additional Tranche B Term Loan Lender.  The Repricing Amendment, among other things, reduces the applicable margin on the Tranche B Term Loans under the Credit Agreement to 225 basis points for Tranche B Term Loans that are Base Rate Loans (as defined in the Credit Agreement) and to 325 basis points for Tranche B Term Loans that are Eurodollar Loans (as defined in the Credit Agreement), and establishes a soft call protection through January 10, 2018 of 1.0% for certain prepayments, refinancings  and amendments for the primary purpose of reducing the effective yield on such indebtedness to less than the effective yield applicable to all or a portion of the Tranche B Term Loan, but excluding certain change of control transactions.

Item 2.03                                           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01              Financial Statements and Exhibits

(d)         Exhibits

10.1                        Amendment No. 1, dated as of July 10, 2017, among GTT Communications, Inc., a Delaware corporation, as the borrower, the lenders party thereto, and KeyBank National Association, as the administrative agent and as the Additional Tranche B Term Loan Lender.

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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.

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EXHIBIT INDEX

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