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):  October 28, 2014

UniTek Global Services, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-34867
(Commission File Number) 75-2233445
(IRS Employer Identification No.)

1777 Sentry Parkway West, Blue Bell, PA
(Address of Principal Executive Offices) 19422
(Zip Code)

Registrant’s telephone number, including area code:  (267) 464-1700

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

As disclosed in its Current Report on Form 8-K filed on October 23, 2014, UniTek Global Services, Inc. (the “Company”) previously entered into a plan support agreement, dated October 17, 2014 (the “Plan Support Agreement”), with: (i) its U.S. subsidiaries, (collectively with the Company, the “Debtors”); (ii) Apollo Investment Corporation (“Apollo”), as agent for the lenders under the Revolving Credit Agreement (as defined below); (iii) the Revolving Lenders (as defined below) party to such agreement, (iv) the Term Lenders (as defined below) party to such agreement; and (v) DIRECTV, LLC (collectively with the parties listed in clauses (i) through (iv) above and the Term Lenders referenced in the following paragraph, the “Plan Support Parties”), regarding a voluntary Chapter 11 pre-packaged plan of reorganization of the Debtors.

On October 28, 2014, October 29, 2014 and October 31, 2014, respectively, Term Lenders that are affiliates of PennantPark Floating Rate Capital Ltd., Cerberus Capital Management, L.P. and Marblegate Asset Management, LLC became parties to the Plan Support Agreement.

The Plan Support Parties currently represent 100% of the Revolving Lenders and 100% of the Term Lenders.

On October 31, 2014, the Company entered into with the Term Lenders a Sixth Amendment to the Term Loan Credit Agreement (as defined below) to extend certain restrictions on the transfer of loans by the Term Lenders.  The Sixth Amendment is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

The “Term Loan Credit Agreement” means that certain Credit Agreement, dated as of April 15, 2011 (as amended since such date and as in effect on the date immediately prior to the date of the Term Forbearance Agreement), among the Company, the several banks and other financial institutions or entities from time to time parties thereto (the “Term Lenders”), and Cerberus Business Finance, LLC, as administrative agent.  The “Revolving Credit Agreement” means that certain Revolving Credit and Security Agreement, dated as of July 10, 2013 (as amended since such date and as in effect on the date immediately prior to the date of the Revolver Forbearance Agreement), among the Company, certain subsidiaries thereof, the several banks and other financial institutions or entities from time to time parties thereto (the “Revolving Lenders”), and Apollo, as agent.

Item 1.03Bankruptcy or Receivership.

On November 3, 2014, the Company and the Debtors filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The Debtors plan to continue to operate their businesses in the ordinary course as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Through the Chapter 11 Cases, the Debtors seek to implement a Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code for which the Company solicited votes from certain classes of its creditors prior to commencement of the Chapter 11 Cases.

On November 3, 2014, the Company issued a press release announcing its plans for the Chapter 11 Cases. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Exhibit Title
99.1	Sixth Amendment to Term Loan Credit Agreement, dated as of October 31, 2014
99.2	Press Release of UniTek Global Services, Inc., dated November 3, 2014

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITEK GLOBAL SERVICES, INC.
Date: November 3, 2014	By:	/s/ Andrew J. Herning
		Andrew J. Herning
		Chief Financial Officer

3

EXHIBIT LIST

Exhibit No.	Exhibit Title
99.1	Sixth Amendment to Term Loan Credit Agreement, dated as of October 31, 2014
99.2	Press Release of UniTek Global Services, Inc., dated November 3, 2014

EX-99.1

Exhibit 99.1

Execution Version

SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 31, 2014 and entered into by and among UNITEK GLOBAL SERVICES INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, constituting Required Lenders, and CERBERUS BUSINESS FINANCE, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”, as successor in interest to FBR Capital Markets LT, Inc. (“FBR”)), and the Credit Support Parties (as defined in Section 5 hereof), and is made with reference to that certain Credit Agreement dated as of April 15, 2011, as amended by that First Amendment dated as of September 14, 2012 and the Second Amendment and Limited Waiver, dated as of July 25, 2013, the Third Amendment to Credit Agreement dated as of November 5, 2013, the Fourth Amendment to Credit Agreement, dated as of July 28, 2014, the Forbearance Agreement, dated as of August 8, 2014 (as amended from time to time, the “Forbearance Agreement”) and the Fifth Amendment to Credit Agreement, dated as of August 13, 2014 (as so amended and as otherwise amended, supplemented or modified prior to the date hereof the “Credit Agreement”), by and among the Borrower, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”) and FBR, in its capacities as documentation agent, syndication agent and administrative agent.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it is seeking a potential restructuring of the Borrower’s capital structure (the “Restructuring”); and

WHEREAS, in connection therewith, the Lenders party hereto, constituting Required Lenders, and the Borrower have each agreed to amend the Credit Agreement to extend the period during which the Lenders’ ability to assign or to participate their respective Loans and Commitments are suspended.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.AMENDMENTS TO THE CREDIT AGREEMENT

1.1Amendments to Article 1: Definitions.

A.Section 1.1 Defined Terms of the Credit Agreement is hereby amended by amending and restating the following definition in its entirety:

“Loan Assignment and Participation Suspension Period” means the period commencing on the Fourth Amendment Effective Date and ending on the earlier of (a) January 21, 2015 (or such later date as the Administrative Agent and the Required Lenders may agree to without requiring the additional consent of the Loan Parties) and

(b) the effective date of that certain Joint Prepackaged Plan of Reorganization of Unitek Global Services, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated as of October 21, 2014, as amended, supplemented or otherwise modified from time to time.

Section 2.CONDITIONS TO EFFECTIVENESS FOR AMENDMENT

A.Conditions to Effectiveness.  Section 1 of this Amendment shall become effective upon execution and delivery of this Amendment by each Loan Party, the Lenders constituting Required Lenders and the Administrative Agent (the “Sixth Amendment Effective Date”).

Section 3.REPRESENTATIONS AND WARRANTIES

In order to amend the Credit Agreement in the manner provided herein, each Loan Party represents and warrants to the Lenders that the following statements are true, correct and complete:

A.Corporate Power and Authority.  Such Loan Party has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, this Amendment and the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”).

B.Authorization of Agreements.  The execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement have been duly authorized by all necessary corporate action on the part of such Loan Party.

C.No Conflict.  The execution and delivery by such Loan Party of this Amendment and the performance by such Loan Party of this Amendment and of the Amended Credit Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to such Loan Party, its organizational documents or any order, judgment or decree of any court or other agency of government binding on such Loan Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any ABL Documents or any other material contract of such Loan Party, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or any approval or consent of any Person under the ABL Documents or any other material contract of such Loan Party, except as have been obtained.

D.Governmental Consents.  The execution and delivery by such Loan Party of this Amendment and the performance by such Loan Party of the Amendment and the Amended Credit Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except as have been obtained.

2

E.Binding Obligation.  This Amendment has been duly executed and delivered by such Loan Party and this Amendment and the Amended Credit Agreement are the legally valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

F.Incorporation of Representations and Warranties from Credit Agreement.  The representations and warranties contained in Section 3 of the Credit Agreement (other than in Section 3.2 thereof) are and will be true, correct and complete in all material respects on and as of the Sixth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

G.Absence of Default.  After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or an Event of Default (other than the Specified Defaults as defined in the Forbearance Agreement).

Section 4.MISCELLANEOUS

A.Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(ii)Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

B.Fees and Expenses.  Borrower acknowledges that all costs, fees and expenses as described in subsection 9.5 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrower.

3

C.Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D.Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  In addition to and without limitation of any of the foregoing, this Amendment shall be deemed to be a Loan Document and shall otherwise be subject to all of the terms and conditions contained in Section 9.12 of the Credit Agreement, mutatis mutandi.

E.Counterparts; Effectiveness.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

Section 5.ACKNOWLEDGEMENT AND CONSENT

Each Subsidiary Guarantor and each Subsidiary of the Borrower that is a party to a Loan Document and listed on the signatures pages hereof (each, a “Credit Support Party” and collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and hereby acknowledges and agrees that the Guarantee and Collateral Agreement and any other Security Document (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles relating to enforceability, and shall not be impaired or limited by the execution or effectiveness of this Amendment.  Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the waivers and amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:

UNITEK GLOBAL SERVICES, INC.
By:	/s/ Andrew J. Herning
Name:	Andrew J. Herning
Title:	Chief Financial Officer

[Signature Page to Sixth Amendment to Credit Agreement]

CREDIT SUPPORT PARTIES:

UNITEK ACQUISITION, INC.
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Chief Financial Officer
PINNACLE WIRELESS USA, INC.
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Treasurer
UNITEK USA, LLC
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Treasurer
ADVANCED COMMUNICATIONS USA, INC.
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Treasurer
DIRECTSAT USA, LLC
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Treasurer
FTS USA, LLC
By:	/s/ Andrew J. Herning
Name: Andrew J. Herning
Title: Treasurer

[Signature Page to Sixth Amendment to Credit Agreement]

ADMINISTRATIVE AGENT:	CERBERUS BUSINESS FINANCE, LLC
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: President

[Signature Page to Sixth Amendment to Credit Agreement]

LENDER:	CETUS CAPITAL II, LLC
	LITTLEJOHN OPPORTUNITIES MASTER
	FUND LP
	SG DISTRESSED FUND, LP
	By:	/s/ Richard Maybaum
	Name: Richard Maybaum
	Title: Managing Director

[Signature Page to Sixth Amendment to Credit Agreement]

LENDER:	NEW MOUNTAIN FINANCE CORPORATION
	NEW MOUNTAIN FINANCE HOLDINGS,
	L.L.C.
	By:	/s/ John Kline
	Name: John Kline
	Title: EVP - COO

[Signature Page to Sixth Amendment to Credit Agreement]

CONSENTING LENDERS:
	CERBERUS OFFSHORE LEVERED II LP
	By: COL II GP Inc.
	Its: General Partner
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: Vice President
	CERBERUS ASRS FUNDING LLC
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: Vice President
	CERBERUS ONSHORE II CLO LLC
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: Vice President
	CERBERUS AUS LEVERED II LP
	By: CAL II GP LLC
	Its: General Partner
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: Vice President

[Signature Page to Sixth Amendment to Credit Agreement]

CONSENTING LENDERS:
	CERBERUS ONSHORE LEVERED II LP
	By:	/s/ Daniel E. Wolf
	Name: Daniel E. Wolf
	Title: Vice President

[Signature Page to Sixth Amendment to Credit Agreement]

LENDER:
	MAIN STREET CAPITAL CORPORATION
	By:	/s/ Nick Meserve
	Name: Nick Meserve
	Title: Managing Director

[Signature Page to Sixth Amendment to Credit Agreement]

LENDER:
	MARBLEGATE ASSET MANAGEMENT
	By:	/s/ Andrew Milgram
	Name: Andrew Milgram
	Title: Managing Partner

[Signature Page to Sixth Amendment to Credit Agreement]

LENDER:
	PENNANTPARK FLOATING RATE FUNDING I,
	LLC
	By: PennantPark Floating Rate Capital Ltd., as
	Designated Manager
	By:	/s/ Arthur H. Penn
	Name: Arthur H. Penn
	Title: CEO

[Signature Page to Sixth Amendment to Credit Agreement]

EX-99.2

Exhibit 99.2

UniTek Global Services Receives 100% Lender Support for Restructuring Plan

Company Files Previously Announced Prepackaged Chapter 11; No Impact to Service or Operations

BLUE BELL, PA — November 3, 2014 — UniTek Global Services, Inc. (“UniTek” or the “Company”) (OTC: UNTK), a premier provider of permanently outsourced infrastructure services to the telecommunications, broadband cable, wireless, transportation, public safety and satellite television industries, announced today that it has received the support of all of its Lenders, including among others affiliates of Littlejohn & Co. and New Mountain Capital (the “Lenders”), collectively representing 100% of its secured debt for its previously announced prepackaged Restructuring Plan (the “Restructuring Plan”). After a solicitation process, the Company obtained votes in favor of the Plan from all members of all three classes entitled to vote.  With this committed support, as well as the support of the parties, including DIRECTV, to the previously announced plan support agreement, today the Company and its subsidiaries have filed voluntary petitions for Chapter 11 protection with the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

During the bankruptcy proceedings, the Company expects to operate its business in the ordinary course, without disruption to its customers, vendors or employees. The terms of the Restructuring Plan provide for a substantial reduction of secured debt through a debt-for-equity “swap” in which over 40% of the existing term debt will be exchanged for equity in the Company, as well as a substantial reduction in cash interest rate.  In addition, the Lenders have agreed to advance up to $43 million of new capital to support the Company’s recapitalization. All valid unsecured creditors’ claims on UniTek and its subsidiaries will be assumed in the ordinary course of business and unimpaired.

The Company is requesting Bankruptcy Court approval of its Restructuring Plan as quickly as possible. In the filing, the Company plans to request a hearing in early December to approve the Plan and to set an expedited schedule for the Company’s emergence from Chapter 11.

About UniTek Global Services

UniTek Global Services is a leading provider of communications infrastructure solutions, leveraging a longstanding reputation for innovation and safety to connect individuals, businesses, government agencies and communities to the digital landscape. Contact us for ways we can help your business grow by visiting the UniTek website: www.unitekglobalservices.com.

Contact Info

The Piacente Group | Investor Relations

Matthew Abenante

1

(212) 481-2050

unitek@tpg-ir.com

Forward-Looking Statements

The statements in this press release that are not historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts, including but not limited to statements regarding the terms of the Company’s proposed comprehensive debt restructuring and the filing of a voluntary petition for a Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the District of Delaware, their effect on the Company’s operations and the Company’s relationships with its customers. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to address issues arising from previously disclosed accounting-related matters, operating performance, general financial, economic, and political conditions affecting the Company’s business and its target industries, the ability of the Company to perform its obligations under its contracts and agreements with customers, and other risks contained in reports filed by the Company with the Securities and Exchange Commission, included in our Form 10-K for the year ended December 31, 2013. The words “may,” “could,” “should,” “would,” “believe,” “are confident,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “aspire,” and similar expressions are intended to identify forward-looking statements. All such statements are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company does not undertake to update any forward looking statement, whether written or oral, which may be made from time to time by or on behalf of the Company, except as may be required by applicable law or regulations.

2