8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

November 15, 2016

UPLAND SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36720	27-2992077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Congress Avenue, Suite 1850
Austin, Texas 78701

(Address of principal executive offices, including zip code)

(512) 960-1010

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

[ ] 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 11/15/2016, Upland Software, Inc. (the “Company”) entered into the Third Amendment to Credit Agreement (the “Amendment”), which amends that certain Credit Agreement dated as of May 14, 2015 (the “Credit Agreement”) among the Company, certain of its domestic subsidiaries from time to time party thereto as Borrowers (the “U.S. Borrowers”), certain of its Canadian subsidiaries from time to time party thereto as Borrowers (the “Canadian Borrowers”, and together with the U.S. Borrowers, the “Borrowers”), each of the lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as agent and U.S. agent (the “Agent”), and Wells Fargo Capital Finance Corporation Canada, as Canadian agent. Pursuant to the Amendment, CIT Bank, N.A. has joined as a lender under the Credit Agreement.

The Amendment to the Credit Agreement provides for up to $90,000,000 in financing as outline below.

• The Credit Agreement provides a term loan facility in the aggregate principal amount of $50,000,000 which includes $44,375,000 to the U.S. Borrowers and $5,625,000 to the Canadian Borrowers.

• The Credit Agreement provides a delayed draw term loan facility in the aggregate principal amount of up to $10,000,000 to the U.S. Borrowers.

• The Credit Agreement provides for a revolving credit facility in the aggregate principal amount of up to $10,000,0000 which includes (i) a U.S. revolving credit facility in the aggregate principal amount of up to $9,000,000, and (ii) a Canadian revolving credit facility in an aggregate principal amount of up to $1,000,000.

• The Credit Agreement also includes provisions for optional, uncommitted increases in the maximum size of the loan facility available under the Credit Agreement by an aggregate principal amount of $20,000,000 upon the satisfaction of the terms and conditions set forth in the Credit Agreement.

The Amendment also provides for, among other things, (i) the extension of the maturity date to November 15, 2021, (ii) an increase in the maximum amount of permitted stock repurchases from $5,000,000 to $8,300,000, and (iii) an increase in the maximum amount of seller subordinated indebtedness permitted to be incurred in connection with permitted acquisitions from $10,000,000 to $16,700,000.

The foregoing summary of the amendments to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and (ii) the Credit Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Quarterly Report Form 10-Q for the quarter ended June 30, 2015.

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

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure.

On November 16, 2016, Upland issued a press release announcing the amendment of its credit facility. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
99.1	Press Release issued by Upland Software, Inc., dated November 16, 2016.

Exhibit 99.1 attached hereto 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.

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.

	UPLAND SOFTWARE, INC.
By:	/s/ John T. McDonald
	John T. McDonald Chief Executive Officer

Date: November 21, 2016

EX-99.1

EXHIBIT 99.1

UPLAND SOFTWARE ANNOUNCES EXPANDED $90 MILLION CREDIT FACILITY FOR ACQUISITIONS

AUSTIN, Texas, Nov. 16, 2016 /PRNewswire/ -- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management applications, today announced an expanded credit facility with Wells Fargo Capital Finance and CIT Bank, N.A. as joint lead arrangers. The facility provides up to $90 million in borrowing capacity for acquisitions, general corporate purposes and to refinance existing debt. The facility also permits Upland to issue up to $16 million in subordinated seller notes for acquisitions. In addition, subject to liquidity requirements, the facility permits stock buybacks of up to $8 million.

“Upland's focus on 100% customer success and smart, accretive acquisitions has built customer loyalty, grown our top-line revenues and resulted in a dramatic expansion of our Adjusted EBITDA margins to best-in-class status," said Jack McDonald, Chairman and CEO of Upland Software. "This new financing will enable us to leverage that success by accelerating our acquisition program and growing the award-winning family of cloud solution we can offer to our customers.”

“We are pleased to complete such an important financing for Upland, which was driven by their continued momentum and success in the market,” said John Leonard, head of Technology Finance, Wells Fargo Capital Finance. “Upland is a leading provider of software solutions and we are grateful for the partnership we enjoy and look forward to their continued growth.”

Jason Cosso, Managing Director, CIT Communications & Technology Finance, added “We’re pleased we could put our financing expertise and knowledge of the sector to work for Upland. The company’s leadership team has done an outstanding job executing on their strategy to both grow their top line and expand margins. By supporting Upland, CIT demonstrates our ability to understand their business model and we look forward to supporting their long-term growth strategy.”

About Upland Software

Upland Software (Nasdaq: UPLD) is a leading provider of cloud-based Enterprise Work Management software. Our family of applications enables users to manage their projects, professional workforce and IT investments, automate document-intensive business processes and effectively engage with their customers, prospects and community via the web and mobile technologies. With more than 2,000 customers and over 235,000 users around the world, Upland Software solutions help customers run their operations smoothly, adapt to change quickly, and achieve better results every day. To learn more, visit www.uplandsoftware.com.

About Wells Fargo Capital Finance

Wells Fargo Capital Finance is the trade name for certain asset-based lending services, senior secured lending services, accounts receivable and purchase order finance services, and channel finance services of Wells Fargo & Company and its subsidiaries, and provides traditional asset-based lending, specialized senior and junior secured financing, accounts receivable financing, purchase order financing and channel finance to companies across the United States and internationally. Dedicated teams within Wells Fargo Capital Finance

EXHIBIT 99.1

provide financing solutions for companies in specific industries such as retail, software publishing and high-technology, commercial finance, staffing, government contracting and others. For more information, visit wellsfargocapitalfinance.com.

About CIT

Founded in 1908, CIT (NYSE: CIT) is a financial holding company with more than $65 billion in assets. Its principal bank subsidiary, CIT Bank, N.A., (Member FDIC, Equal Housing Lender) has more than $30 billion of deposits and more than $40 billion of assets. It provides financing, leasing and advisory services principally to middle market companies across more than 30 industries primarily in North America, and equipment financing and leasing solutions to the transportation sector. It also offers products and services to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest Bank, a division of CIT Bank, N.A. www.cit.com.

Forward-looking Statements

This release contains forward-looking statements which are subject to substantial risks, uncertainties and assumptions. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our financial performance and our ability to achieve, sustain or increase profitability or predict financial results; our ability to attract and retain customers; our ability to deliver high-quality customer service; lack of demand growth for enterprise work management applications; our ability to effectively manage our growth; our ability to consummate and integrate acquisitions and mergers; maintaining our senior management and key personnel; our ability to maintain and expand our direct sales organization; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion; fluctuations in currency exchange rates; the operation and reliability of our third-party data centers and other service providers; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K and our recent Quarterly Report on Form 10-Q filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share, and constant currency revenue.

EXHIBIT 99.1

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided in our press release dated November 10, 2016.

Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus net income (loss) from discontinued operations, depreciation and amortization expense, interest expense, net, other expense (income), net, provision for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, and purchase accounting adjustments for deferred revenue.

###

Investor Relations Contact:

Mike Hill

Upland Software

512.960.1031

investor-relations@uplandsoftware.com

Media Contact:

Kaley Ganino

Upland Software

512.960.1010

media@uplandsoftware.com