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): December 23, 2015
Unwired Planet, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16073 | 94-3219054 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
170 South Virginia Street, Suite 201
Reno, Nevada 89501
(Address of Principal Executive Offices) (Zip Code)
(775) 980-2345
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 1.01. | Entry into a Material Definitive Agreement. |
On December 23, 2015, Unwired Planet, Inc. (the “Company”) and Wells Fargo Bank, National Association (the “Trustee”) entered into the First Supplemental Indenture (the “First Supplemental Indenture”), to the Indenture, dated as of June 28, 2013 (the “Indenture”), governing the Company’s existing Senior Secured Notes due 2018 (the “Notes”). Pursuant to the First Supplemental Indenture, the maturity date of the Notes has been extended from June 30, 2018 to June 30, 2019. The holders of 100% in principal amount of outstanding Notes have consented to the execution, delivery and performance of the First Supplemental Indenture by the Company.
A copy of the First Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the First Supplemental Indenture is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 4.1 | First Supplemental Indenture, dated as of December 23, 2015, between Unwired Planet, Inc. and Wells Fargo Bank, National Association, as trustee. |
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.
| Unwired Planet, Inc. | ||||||
| Dated: December 29, 2015 | By: | /s/ Noah D. Mesel | ||||
| Name: | Noah D. Mesel | |||||
| Title: | EVP and General Counsel | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | First Supplemental Indenture, dated as of December 23, 2015, between Unwired Planet, Inc. and Wells Fargo Bank, National Association, as trustee. | |
Exhibit 4.1
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE,
by and among
UNWIRED PLANET, INC.,
as Issuer and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee
Dated as of December 23, 2015
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of December 23, 2015, by and among UNWIRED PLANET, INC., a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer and the Indenture Trustee entered into an Indenture dated as of June 28, 2013 (as heretofore amended, supplemented or otherwise modified, the “Indenture”) pursuant to which the Issuer issued its Senior Secured Notes due 2018 (the “Notes”); and
WHEREAS, pursuant to Section 8.02 of the Indenture, the Issuer has requested that the Holders (as that term is defined in the Indenture) of 100% in principal amount of Notes then outstanding (“All Holders”) consent to the execution, delivery and performance by the Issuer of this First Supplemental Indenture, solely in accordance with the specific terms thereof, to reflect a change in the Final Maturity Date; and
WHEREAS, All Holders have provided such consent (the “Consent of the Holders”) in accordance with the terms of the Indenture; and
NOW THEREFORE, in consideration of the premises and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein or defined in reference to a stated document have the meanings given to such terms in the Indenture.
2. Modification of Indenture. Subject to the terms and conditions set forth herein, pursuant to Section 8.02 of the Indenture, based on the Consent of the Holders, the Indenture is hereby modified as follows:
a. The cover is hereby amended by replacing the instance of “2018” with “2019”.
b. The definition of “Final Maturity Date” appearing in Section 1.01 is hereby amended and restated to read, in its entirety, as follows:
“Final Maturity Date” means the Payment Date occurring in June, 2019.
c. Section 8.05 is hereby amended and restated, in its entirety, as follows:
“SECTION 8.05. Indenture Trustee to Sign Amendments. The Indenture Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 8 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Indenture Trustee. If it does, the Indenture Trustee may but need not sign it. In signing any amendment, the Indenture Trustee shall be entitled to receive indemnity or
security satisfactory to it and shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver (i) is authorized or permitted by this Indenture, (ii) is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, subject to customary exceptions, (iii) has been authorized by the requisite principal amount of Notes, if applicable and (iv) complies with the provisions hereof (including Section 8.03).”
3. Representations, Warranties and Covenants. The Issuer hereby represents, warrants and covenants to the Holders and the Indenture Trustee as follows:
a. there does not exist any Event of Default under the Indenture on the date hereof; and
b. this First Supplemental Indenture has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
4. Conditions. The effectiveness of this First Supplemental Indenture is conditioned on (a) the representations and warranties set forth in Section 3 hereof being true and correct on the date hereof; and (b) receipt by the Indenture Trustee of the written consent of the Required Holders (receipt of which is hereby acknowledged), an Officer’s Certificate and an Opinion of Counsel as required by Section 8.03 of the Indenture.
5. Miscellaneous.
a. Incorporation of Indenture Provisions. The parties hereto agree that the terms of 10.07 (GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY), Sections 10.08 (Successors), 10.09 (Multiple Originals), 10.11 (Indenture Controls) and 10.12 (Severability) of the Indenture are incorporated herein by reference, mutatis mutandis.
b. No Further Amendments. Nothing in this Agreement shall require the Indenture Trustee or any Holder to grant any further consent to any action in contravention of, waiver of, or amendment to, the terms of the Indenture and the Notes. Nothing herein contained is intended to change the ranking of the notes issued under the Indenture as senior, secured obligations of the Issuer.
c. Effect of Amendment. The Issuer acknowledges and agrees that this First Supplemental Indenture only amends, supplements and modifies the terms of the Indenture and does not constitute a novation, and the Issuer ratifies and confirms the terms and provisions of, and its obligations under, the Indenture (as modified by this First Supplemental Indenture) and the Notes in all respects. Each of the parties hereto acknowledges and agrees that each reference in the Indenture and the Notes to the Indenture shall be deemed to be a reference to the Indenture as amended, supplemented and modified by this First Supplemental Indenture.
d. Indenture Trustee Disclaimer. The Indenture Trustee accepts the amendments of the Indenture effected by this First Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Indenture Trustee. Without limiting the generality of the foregoing, the Indenture Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Indenture Trustee makes no representation with respect to any such matters.
e. Headings. The headings of the sections and subsections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
[signature pages to follow]
IN WITNESS WHEREOF, the undersigned have caused this First Supplemental Indenture to be executed by their respective authorized officers as of the date first above written.
| UNWIRED PLANET, INC., as Issuer | ||
| By: | /s/ Noah D. Mesel | |
| Name: | Noah D. Mesel | |
| Title: | EVP & General Counsel | |
[Unwired Planet – Signature Page to First Supplemental Indenture]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee | ||
| By: | /s/ Michael Tu | |
| Name: | Michael Tu | |
| Title: | Assistant Vice President | |
[Unwired Planet – Signature Page to First Supplemental Indenture]