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): October17, 2014
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
001-33449 |
20-8259086 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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88 Silva Lane Middletown, RI |
02842 |
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(Address of principal executive offices) |
Zip Code |
Registrant’s telephone number, including area code: (401) 848-5848
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(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 DFR 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 8.01 OTHER EVENTS.
On October 17, 2014, Towerstream Corporation (the “Company”), issued a press release relating to its October 16, 2014 consummation of a financing. A copy of the press release describing the financing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company will file a more comprehensive Current Report on Form 8-K with applicable disclosures relating to the financing on or prior to October 22, 2014.
The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release |
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.
| TOWERSTREAM CORPORATION | |
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Dated: October 17, 2014 |
By: /s/ Joseph P. Hernon |
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Joseph P. Hernon |
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Chief Financial Officer |
Exhibit 99.1
Towerstream Closes on $35 million Debt Financing with Melody Capital
Enters into Strategic Relationship with Wireless Infrastructure Focused Investment Firm
MIDDLETOWN, R.I., October 17, 2014 – Towerstream Corporation (NASDAQ: TWER), a leading 4G and Small Cell Rooftop Tower company, announced the closing of a $35 million debt capital transaction with affiliates of Melody Capital Partners, LP (“Melody”) a New York City based private investment firm and one of the largest independent owners of wireless cellular sites in the United States.
“We are excited to enter into this new partnership with a tower centric investment firm which shares a common focus on Wireless Infrastructure," stated Jeff Thompson, Chief Executive Officer and President of Towerstream. "We believe that the densification of wireless networks is a major priority of communications providers. Our strategic relationship with Melody, one of the largest independent owners of wireless infrastructure locations in the U.S., will enable us to jointly offer our combined locations to carriers, MVNOs, cable companies and others as they upgrade their networks through deployment of Wi-Fi and Small Cell solutions. We will have access to Melody's existing rooftop assets to expand our current network and launch new markets. We will also work together to acquire new rooftop tower assets that we can jointly develop," added Mr. Thompson.
"Towerstream is recognized as the leader in offering fixed wireless services and a pioneer in developing wireless infrastructure solutions in the largest cities in the U.S.," said Omar Jaffrey, Managing Partner of Melody. “At Melody, we understand the powerful impact that growing data consumption continues to have on the telecommunications industry, especially in the world of mobile communications. Towerstream has a market leading platform that is positioned to grow in both Fixed Wireless Enterprise solutions and Wi-Fi and Small Cell solutions through its Hetnets subsidiary. We are excited by this new partnership and look forward to a long term relationship with Towerstream and its existing stakeholders" added Mr. Jaffrey.
"This transaction strengthens our financial position while avoiding significant dilution to our existing shareholders," stated Joseph Hernon, Chief Financial Officer of Towerstream. "The loan terms provide the latitude required to accomplish the strategic growth objectives of both our Fixed Wireless and Hetnets businesses."
The debt matures in full on October 16, 2019 and bears interest at 12% annually, of which 8% is payable in cash on a quarterly basis and 4% is deferred until maturity. In connection with the loan, Towerstream will issue 3,600,000 warrants to purchase common stock with one-third of the warrants exercisable at $0.01 and two-thirds exercisable at $1.26.
About Towerstream Corporation
Towerstream (Nasdaq:TWER) is a leading 4G and Small Cell Rooftop Tower company. The company owns, operates, and leases Wi-Fi and Small Cell rooftop tower locations to cellular phone operators, tower, Internet and cable companies and hosts a variety of customers on its network. Towerstream was originally founded in 2000 to deliver fixed-wireless high-speed Internet access to businesses and to date offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. For more information on Towerstream services, please visit www.towerstream.com and/or follow us @Towerstream.
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The Towerstream Corporation logo is available at: http://www.globenewswire.com/newsroom/prs/?pkgid=6570
About HetNets Tower Corporation
HetNets Tower Corporation ("HetNets") was formed in January 2013 as a wholly owned subsidiary of Towerstream Corporation (Nasdaq:TWER), and offers a neutral host, shared wireless infrastructure solution, either independently or as a turnkey service. Its wireless communications infrastructure is available to wireless carriers, cable and Internet companies in major urban markets where the explosion in mobile data is creating significant demand for additional capacity and coverage. HetNets offers a carrier-class Wi-Fi network for Internet access and the offloading of mobile data. Its street level rooftop locations are ideal for the installation of customer owned small cells including DAS, Metro and Pico cells. Other solutions provided by HetNets include backhaul, power, and related small cell requirements. More information is available at http://www.hetnets.com.
About Melody Capital Partners, LP
Melody Capital Partners, LP (“Melody”) is a New York based private investment firm with a unique strategy of crafting solutions in partnership with issuers. Melody has over $1 billion in capital and focuses on senior secured loan origination and direct lending in North America and Western Europe in addition to making investments in corporate debt securities and asset-based investments, including portfolios of receivables, real estate, leases and other tangible or secured assets. Melody’s specialized lending platform includes a significant practice investing in telecommunications infrastructure companies, telecommunications service providers and related businesses. Melody is also one of the largest independent owners of wireless cellular sites in the United States.
Safe Harbor
Certain statements contained in this press release are "forward-looking statements" within the meaning of applicable federal securities laws, including, without limitation, anything relating or referring to future financial results and plans for future business development activities, and are thus prospective. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Such risks and uncertainties include, without limitation, the risks and uncertainties set forth from time to time in reports filed by the Company with the Securities and Exchange Commission, including, without limitation, risk related to our ability to deploy and expand small cell rooftop tower locations in the New York City and other key markets. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained herein. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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CONTACT:
INVESTOR CONTACT:
Monica Gould
The Blueshirt Group
212-871-3927
monica@blueshirtgroup.com
MEDIA CONTACT:
Todd Barrish
Indicate Media
917-861-0089
todd@indicatemedia.com
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