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) April 30, 2014
Alteva, Inc.
(Exact name of registrant as specified in its charter)
New York |
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001-35724 |
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14-1160510 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
401 Market Street, First Floor, Philadelphia, PA |
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19106 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code 877-258-3722
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:
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))
Item 8.01 Other Events.
Prior to the events described below, Alteva, Inc. (the Company) (NYSE MKT: ALTV), owned an 8.108% limited partnership interest in the Orange County-Poughkeepsie Limited Partnership (the O-P). Verizon Wireless of the East, LP (Verizon) is the general partner and it and its affiliates owned the remaining 91.892% ownership interest in the O-P. The O-P provides cellular telephone service throughout the Orange County-Poughkeepsie Metropolitan Service Area.
In May 2011, the Company entered into an agreement with Verizon and Cellco Partnership, the other limited partner in the O-P at that time, that, among other things, gave the Company the right (the Put) to require one of the O-Ps limited partners to purchase all of our ownership interest in the O-P for an amount equal to the greater of (a) $50.0 million or (b) the product of five times 0.081081 times the O-Ps EBITDA, as defined in such Agreement, for the calendar year preceding the year in which the Put is exercised.
On April 30, 2014, the Company announced that, in accordance with its previously announced plans, the Company exercised the Put. The gross proceeds of $50 million, which the Company received on April 30, 2014, will be used to pay taxes on the related gain, repay outstanding senior debt, fund working capital needs and support growth initiatives, including supporting the Companys current customers and deploying solutions for new customers. After April 30, 2014, the Company will no longer have any interest in the O-P and will no longer receive any income from the O-P.
The press release containing this announcement is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release dated April 30, 2014 |
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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Alteva, Inc. |
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Dated: May 1, 2014 |
By: |
/s/ Brian H. Callahan |
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Brian H. Callahan |
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Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
Alteva Exercises its O-P Put Option for $50 Million
PHILADELPHIA, PA April 30, 2014 Alteva, Inc. (Alteva or the Company) (NYSE MKT: ALTV), a premier provider of hosted Unified Communications-as-a-Service (UCaaS), announced today that, in accordance with its previously announced plans, the Company has exercised the put option to sell its interest in the Orange County-Poughkeepsie Limited Partnership (the O-P). The gross proceeds of $50 million, which the Company received today, will be used to pay taxes on the related gain, repay outstanding senior debt, fund working capital needs and support growth initiatives, including supporting Altevas current customers and deploying solutions for new customers. After April 30, 2014, the Company will no longer have any interest in the O-P and will no longer receive any income from the O-P.
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About Alteva
Alteva (NYSE MKT: ALTV) is a premier provider of hosted Unified Communications as a Service (UCaaS) that significantly enhances business productivity and efficiency. Altevas UCaaS solution integrates and optimizes best-in-class cloud-based technologies and business applications to deliver a comprehensive voice, video and collaboration service for the office and mobile workforce. Alteva is committed to delivering meaningful value to our customers through a consistent, high quality and unified user experience across multiple devices, platforms and operating systems. These attributes have positioned Alteva as a leading hosted communications provider and the partner of choice for a growing number of business customers nationwide and internationally. To learn more about Alteva, please visit www.alteva.com. You can also follow Alteva on Twitter @AltevaInc or LinkedIn.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements, without limitation, regarding expectations, beliefs, intentions, growth, profitability, dividends, or strategies regarding the future. Alteva intends that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Altevas actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: expectations of future profitability; general economic and business conditions, both nationally and in the geographic regions in which Alteva operates; industry capacity; demographic changes; technological changes and changes in consumer demand; the successful integration of Altevas acquired businesses; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; legislative proposals relating to the businesses in which Alteva operates; reduction in cash distributions from the Orange County-Poughkeepsie Limited Partnership; competition; or the loss of any significant ability to attract and retain qualified personnel. Given these uncertainties, current and prospective investors should be
cautioned in their reliance on such forward-looking statements. Except as required by law, Alteva disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. A more comprehensive discussion of risks, uncertainties, financial reporting restatements, and forward-looking statements may be seen in Altevas Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission.
Investor Contact
shareholderrelations@alteva.com