Blueprint
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): August 20, 2019
(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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210 Interstate North Parkway, Suite 300, Atlanta, Georgia
30339
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(Address
of Principal Executive Offices, including Zip Code)
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(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:
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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 under the Exchange Act (17 CFR
240.14a-12)
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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Title of each classTrading Symbol(s)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).
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☐ Emerging growth
company
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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
7.01.
Regulation
FD Disclosure.
Monthly Operating Report
As
previously reported, on June 3, 2019 Fusion Connect, Inc.
(“Fusion”) and its U.S. subsidiaries (collectively, the
“Debtors” and together with their non-debtor Canadian
subsidiaries, the “Company”) filed voluntary petitions
(and the cases commenced thereby, the “Chapter 11
Cases”) under chapter 11 of title 11 of the United States
Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the Southern District of New York (the
“Court”). The Chapter 11 Cases are being jointly
administered under the caption In
re Fusion Connect, Inc. (Case No. 19-11811).The Debtors are
operating their businesses as “debtors in possession”
under the jurisdiction of the Court and in accordance with the
applicable provisions of the Bankruptcy Code.
As
previously disclosed, in connection with the Chapter 11 Cases, the
Debtors filed the Joint Chapter 11
Plan of Fusion Connect, Inc. and Its Subsidiary Debtors (the
“Plan”) and the related disclosure statement (the
“Disclosure Statement”) with the Court. Terms used but
not otherwise defined in this Form 8-K have the meanings ascribed
to them in the Disclosure Statement.
On
August 20, 2019, the Company filed its monthly operating report for
the period beginning July 1, 2019 and ending July 31, 2019 (the
“Monthly Operating Report”) with the Court. The Monthly
Operating Report is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. This Current Report on Form 8-K
(including the exhibit hereto) will not be deemed an admission as
to the materiality of any information required to be disclosed
solely by Regulation FD.
In
accordance with General Instruction B.2 of Form 8-K, the
information being furnished under this Item 7.01 pursuant to this
Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any
registration statement or other document filed by the Company under
the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Cautionary Statements Regarding Trading in the Company’s
Securities
Fusion cautions that trading in its securities during the pendency
of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for Fusion’s securities may bear little
or no relationship to the actual recovery, if any, by holders of
Fusion’s securities in the Chapter 11 Cases.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements in this Form 8-K constitute
“forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. Statements that are not historical fact are forward-looking
statements. Certain of these forward-looking statements can be
identified by the use of words such as “believes,”
“anticipates,” “expects,”
“intends,” “plans,” “projects,”
“estimates,” “assumes,” “may,”
“should,” “could,” “shall,”
“will,” “seeks,” “targets,”
“future,” or other similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors, and the Company’s
actual results, performance or achievements could differ materially
from future results, performance or achievements expressed in these
forward-looking statements. Such statements include, but are not
limited to, statements relating to: the terms of and potential
transactions contemplated by the Plan and the Disclosure Statement;
the Chapter 11 Cases and Court proceedings; management’s
strategy, plans, opportunities, objectives, expectations, or
intentions and descriptions of assumptions underlying any of the
above matters and other statements that are not historical
fact.
These forward-looking statements are based on the Company’s
current beliefs, intentions and expectations and are not guarantees
or indicative of future performance, nor should any conclusions be
drawn or assumptions be made as to the outcome of any potential
transactions or strategic initiatives the Company considers. Risks
and uncertainties relating to the proposed restructuring include
the: ability of the Company to comply with the terms of the RSA and
DIP Facility, including completing various stages of the
restructuring within the dates specified in the RSA and DIP
Facility; the ability of the Company to obtain requisite support
for the restructuring from various stakeholders; ability of the
Plan to satisfy all requirements necessary for confirmation by the
Court; ability of the Company to successfully execute the
transactions contemplated by the RSA without substantial disruption
to its business; high costs of bankruptcy proceedings and related
fees, including the risk that the restructuring will take longer
than anticipated. actions and decisions of the Company’s
creditors and other third parties who have interests in the Chapter
11 Cases that may be inconsistent with the Company’s
operational and strategic plans; ability of the Company to continue
as a going concern; and the effects of disruption from the proposed
restructuring making it more difficult to maintain business,
financing and operational relationships, to retain key executives
and to maintain various licenses and approvals necessary for the
Company to conduct its business. Important assumptions and other
important factors that could cause actual results to differ
materially from those forward-looking statements include, but are
not limited to, those factors, risks and uncertainties described in
more detail in the risk factors set forth in Exhibit 99.3 to
Fusion’s Current Report on Form 8-K filed on July 2, 2019
with the Securities and Exchange Commission (the “SEC”)
and other filings with the SEC.
The above factors, risks and uncertainties are difficult to
predict, contain uncertainties that may materially affect actual
results and may be beyond the Company’s control. New factors,
risks and uncertainties emerge from time to time, and it is not
possible for management to predict all such factors, risks and
uncertainties. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and
therefore any of these statements may prove to be inaccurate. In
light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the
Company or any other person that the results or conditions
described in such statements or the Company’s objectives and
plans will be achieved. These forward-looking statements speak only
as of the date such statements were made or any earlier date
indicated, and the Company does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, changes in underlying
assumptions or otherwise. If the Company were in any particular
instance to update or correct a forward-looking statement,
investors and others should not conclude that the Company would
make additional updates or corrections thereafter.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
See
Exhibit Index
EXHIBIT
INDEX
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Exhibit Number
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Description
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Monthly
Operating Report for the period covering July 1, 2019 through July
31, 2019, filed with the United States Bankruptcy Court for the
Southern District of New York.
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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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Fusion
Connect, Inc.
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Date:
August 23, 2019
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By:
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/s/
James P. Prenetta, Jr.
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Name:
James P. Prenetta, Jr.
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Title:
Executive Vice President and General Counsel
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