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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): May 17,
2019
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Fusion Connect, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001- 32421
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58-2342021
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718, New York, NY 10170
(Address of principal executive offices, including zip
code)
(212) 201-2400
(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))
Securities
registered or to be registered pursuant to Section 12(b) of the
Act: None
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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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 ☐
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on May 10, 2019, Fusion Connect, Inc. (the
“Company”) entered into that certain Super Senior
Secured Credit Agreement, dated as of May 9, 2019 (the
“Bridge Agreement”), by and among the Company, certain
subsidiaries of the Company, Wilmington Trust, National
Association, as administrative agent and collateral agent, and the
lenders party thereto. Terms used but not otherwise defined herein
have the meanings ascribed to them in the Bridge
Agreement.
On May 17, 2019, the Company, certain subsidiaries of the Company
and the Requisite Lenders under the Bridge Agreement agreed to
extend certain milestones dates including, among others, the date
by which the Company must enter into a restructuring support
agreement with the ad hoc group of lenders under the First Lien
Credit Agreement, which date has been extended until May 28, 2019.
In connection therewith, the Company, its subsidiaries, the
Requisite Lenders and Requisite Tranche A/Revolving Lenders under
the First Lien Credit Agreement agreed to make corresponding
changes to the Forbearance Agreement to reflect the extension of
the milestones in the Bridge Agreement.
The Company cannot guarantee that it will be able to achieve the
milestones referenced in the Bridge Agreement, obtain additional
extensions of such milestones or forbearances from its lenders or
that the Company will be able to comply with its other obligations
under the Bridge Agreement, as amended, or the Company’s
other credit agreements.
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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Fusion
Connect, Inc.
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Date:
May 20, 2019
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By:
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/s/ James P. Prenetta,
Jr.
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Name:
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James P. Prenetta,
Jr.
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Title:
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Executive Vice
President and General Counsel
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