8-K

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): September 30, 2014

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33118	41-2118289
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

395 W. Passaic Street

Rochelle Park, New Jersey 07662

(Address of principal executive offices) (Zip code)

(201) 363-4900

(Registrant’s telephone number, including area code)

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 September 30, 2014, ORBCOMM Inc. (“ORBCOMM” or the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Macquarie CAF LLC (“Macquarie”).

The Credit Agreement provides for up to $160,000,000 in loans as follows (the “Facilities”):

• Initial Term Loan Facility: Term loan facility in an aggregate principal amount of up to $70,000,000, the proceeds of which will be used to repay in full the Company’s 9.50% Senior Secured Notes Due 2018 and for general corporate purposes.

• Revolving Facility: Revolving credit facility in an aggregate principal amount of up to $10,000,000 for general corporate purposes.

• Initial Acquisition Facility: Term loan facility in an aggregate principal amount of up to $10,000,000, the proceeds of which, if drawn, may be used to finance a potential acquisition.

• Additional Acquisition Facility: Term loan facility in an aggregate principal amount of up to $70,000,000, the proceeds of which, if drawn, may be used to finance an additional potential acquisition.

Each of the Facilities matures 5 years from the funding date of the Initial Term Loan Facility (the “Maturity Date”).

At the Company’s election, the Facilities will bear interest at a base rate or LIBOR, plus an applicable margin as described below:

The applicable interest margins are 375 basis points in the case of base rate loans and 475 basis points in the case of LIBOR loans; provided that LIBOR shall be deemed to be not less than 1.0% per annum.

The Facilities will be secured by a first priority security interest in substantially all of the Company’s and its subsidiaries’ assets under a Security Agreement among the Company, its subsidiaries and Macquarie (the “Security Agreement”). Interest accrued under the Credit Agreement will be payable by the Company based on the type of loan and interest period selected by the Company. The Facilities have no scheduled principal amortization until the Maturity Date. Subject to the terms set forth in the Credit Agreement, the Company may prepay the Facilities at any time prior to the Maturity Date.

The Credit Agreement contains customary representations and warranties, conditions to funding, covenants and events of default. The covenants set forth in the Credit Agreement include, among other things, prohibitions on the Company and its subsidiaries against incurring certain indebtedness and investments (other than permitted acquisitions and other exceptions as specified therein), providing certain guarantees and incurring certain liens. In addition, the Credit Agreement provides for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the Credit Agreement.

The foregoing summary description of the Credit Agreement and related documents does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement and Security Agreement, which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2014.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release of the Company dated October 6, 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.

ORBCOMM Inc.
By	/s/ Christian Le Brun
Name:	Christian Le Brun
Title:	Executive Vice President, General Counsel and Secretary

Date: October 6, 2014

EX-99.1

Exhibit 99.1

ORBCOMM COMPLETES CREDIT AGREEMENT

TO ACCESS UP TO $160 MILLION

Rochelle Park, NJ, October 6, 2014 – ORBCOMM Inc. (Nasdaq: ORBC), a global provider of Machine-to-Machine (M2M) solutions, today announced that it has entered into a multi-facility Credit Agreement providing up to $160 million with Macquarie Group (Macquarie). As part of the Credit Agreement, ORBCOMM will have access to a $70 million initial term loan facility, a revolving credit facility for up to $10 million as well as acquisition term loan facilities for up to $80 million for potential growth opportunities.

The initial term loan will be used to repay in full the Company’s $45 million, 9.50% fixed rate Senior Secured Notes due in 2018, and the balance will be available for general corporate purposes. The loan facilities have no scheduled principal amortization until the five-year maturity date and will carry an interest rate of LIBOR (floor of 100 basis points) plus a margin of 475 basis points.

“We continue to benefit from our enhanced credit profile to both improve our balance sheet and facilitate our growth strategy, which may include new services, product offerings, geographic distribution and potential acquisitions,” said Marc Eisenberg, Chief Executive Officer of ORBCOMM. “Our prudent capital structure and focus on accretive investments will ensure that we support our growth in a way that creates value for our shareholders.”

Raymond James advised ORBCOMM on the financing. Milbank, Tweed, Hadley & McCloy LLP acted as legal advisor to ORBCOMM.

For additional information, please refer to our SEC filing on Form 8-K dated October 6, 2014.

About ORBCOMM Inc.

ORBCOMM is a global provider of Machine-to-Machine (M2M) solutions. Its customers include Caterpillar Inc., Doosan Infracore America, Hitachi Construction Machinery, Hyundai Heavy Industries, I.D. Systems, Inc., Komatsu Ltd., Cartrack (Pty.) Ltd., and Volvo Construction Equipment, among other industry leaders. By means of a global network of low-earth orbit (LEO) satellites and accompanying ground infrastructure as well as our Tier One cellular partners, ORBCOMM’s low-cost and reliable two-way data communication services track, monitor and control mobile and fixed assets in our core markets: commercial transportation; heavy equipment; industrial fixed assets; marine; and homeland security.

ORBCOMM is an innovator and leading provider of tracking, monitoring and control services for the transportation market. Under its ReeferTrak^®, GenTrak^TM, GlobalTrak^®, and CargoWatch^® brands, the company provides customers with the ability to proactively monitor, manage and remotely control their cold chain and dry transport assets. Additionally, ORBCOMM provides Automatic Identification System (AIS) data services for vessel tracking and to improve maritime safety to government and commercial customers worldwide. ORBCOMM is headquartered in Rochelle Park, New Jersey and has its Innovation & Network Control Center in Sterling, Virginia. For more information, visit www.orbcomm.com.

About Macquarie Group

Macquarie Group (Macquarie) is a leading provider of banking, financing, advisory, investment and fund management services. Founded in 1969, Macquarie employs more than 13,900 people in 28 countries. Part of Macquarie’s Corporate and Asset Finance business, Macquarie Lending focuses on corporate and commercial real estate clients, and has provided more than $25 billion of new lending commitments to over 400 clients globally since 2009. Macquarie Lending’s expertise goes beyond traditional financing to adapt solutions to meet individual client needs. As a leading primary lender and acquirer of secondary loans across North America, Europe, and Australasia, Macquarie Lending has more than 80 experienced lending and investing professionals located in New York, Chicago, London and Sydney.

Forward-Looking Statements

Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s 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. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2013, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

Contacts
Investor Inquiries:	Financial Media:	Trade Media:
Robert Costantini	Chuck Burgess	Chelsey McGrogan
Chief Financial Officer	President	Account Manager
ORBCOMM Inc.	The Abernathy MacGregor Group	Hardman Group
703-433-6305	212-371-5999	330-285-1817
costantini.robert@orbcomm.com	clb@abmac.com	chelsey@hardmangrp.com