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): January 24, 2018
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
Pennsylvania |
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0-28284 |
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23-2707366 |
(State or Other |
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(Commission File |
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(IRS Employer |
Jurisdiction of |
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Number) |
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Identification No.) |
Incorporation) |
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96 Mowat Avenue, Toronto, Ontario, Canada |
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M6K 3M1 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (416) 535-0123
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2018, Tucows Inc. (the “Company”) and its wholly owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers,” collectively with the Company, “Tucows”) entered into the Second Interim Amendment to First Amended and Restated Credit Agreement (the “Second Interim Amendment”), which amends that certain First Amended and Restated Credit Agreement, dated as of January 20, 2017 (the “Credit Agreement”), among the Company, the Borrowers, Bank of Montreal, as administrative agent (“BMO” or the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”). The Second Interim Amendment provides that certain defined terms in Section 1.01 of the Credit Agreement are added and updated to reflect the inclusion of liabilities to Sprint Mobile similar to the previous inclusion of T-Mobile liabilities. The Second Interim Amendment also permits Tucows to retain bank accounts with Silicon Valley Bank with the aggregate amount held in such accounts not to exceed $3,000,000.
The foregoing description of the Second Interim Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Second Interim Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information disclosed above in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Exhibit Title |
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10.1 |
Second Interim Amendment to First Amended and Restated Credit Agreement, dated as of January 24, 2018, by and among Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc., Tucows (Emerald), LLC, as Borrowers, Tucows Inc., as Guarantor, Bank of Montreal, as Administrative Agent, and Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as Lenders. |
EXHIBIT INDEX
Exhibit No. |
Exhibit Title |
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10.1 |
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.
Date: January 24, 2018
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TUCOWS INC. |
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By: |
/s/ Davinder Singh |
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Name: |
Davinder Singh |
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Title: |
Chief Financial Officer |
Exhibit 10.1
(Execution Copy)
SECOND INTERIM AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This agreement dated as of January 24, 2018 is made among:
TUCOWS.COM CO.
TING FIBER, INC.
TING INC.
TUCOWS (DELAWARE) INC. and
TUCOWS (EMERALD), LLC
(as Borrowers)
- and -
TUCOWS INC.
(as a Guarantor)
- and -
THE LENDERS PARTY TO THIS AGREEMENT
(as Lenders)
- and -
BANK OF MONTREAL
as Administrative Agent
WHEREAS the undersigned are parties to the first amended and restated credit agreement dated January 20, 2017, as amended prior to the date hereof (the "Credit Agreement");
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:
1. |
Terms used herein as defined terms shall have the respective meanings ascribed thereto in the Credit Agreement, unless otherwise defined herein. |
2. |
The following defined terms are hereby added to Section 1.01 of the Credit Agreement: |
“Sprint Agreement” means the Master Wireless Wholesale Agreement between Tucows Inc., Ting Inc. and Sprint Spectrum L.P. dated October 8, 2014, as amended.
“Sprint Liability” means, at any time, the cumulative amount payable by the Companies at such time to Sprint Spectrum L.P. pursuant to Section 2.21 (Required Revenue) of Schedule 1.0 (CDMA Service and LTE Service Pricing) of the Sprint Agreement (for greater certainty, after deduction of the cumulative amount spent by the Companies on network services thereunder) as determined in accordance with the Sprint Agreement.
3. |
The following defined terms in Section 1.01 of the Credit Agreement are hereby deleted and replaced with the following defined terms: |
“Adjusted EBITDA” means, in respect of any twelve (12) month fiscal period, EBITDA for such fiscal period plus an amount equal to the lesser of the following: (i) the portion (if any) of the T-Mobile Liability and the Sprint Liability which was deducted in the determination of EBITDA for such fiscal period; and (ii) the T-Mobile Liability and the Sprint Liability as at the end of such fiscal period.
“Funded Debt” in respect of any Person means obligations of such Person which are considered to constitute debt in accordance with GAAP, including indebtedness for borrowed money (in the case of the Borrowers, specifically including the Outstanding Advances), Subordinated Debt, obligations secured by Purchase-Money Security Interests, obligations under Capital Leases, capitalized interest, and the redemption price of any securities issued by such Person having attributes substantially similar to debt (such as securities which are redeemable at the option of the holder); but excluding the following: accounts payable, future income taxes (both current and long-term) and obligations under Hedging Agreements which have not yet become due and payable; plus, in the case of the Companies, the T-Mobile Liability and the Sprint Liability.
“Permitted Funded Debt” means, without duplication: (i) the Outstanding Advances; (ii) indebtedness of a Borrower to the holders of Bankers' Acceptances (and for greater certainty, such Borrower's contingent obligation to each Lender which has accepted a Bankers' Acceptance comprises part of the Outstanding Advances); (iii) indebtedness of any Company to another Company; (iv) Subordinated Debt; (v) Funded Debt of the Companies secured by Permitted Liens; (vi) the T-Mobile Liability; (vii) the Sprint Liability; and (viii) obligations under any Guarantees which are considered to constitute Funded Debt, but only to the extent such Guarantees are permitted pursuant to this Agreement.
“Total Funded Debt” means at any time, the Funded Debt of Tucows Inc. on a consolidated basis at such time, specifically including for greater certainty the Outstanding Advances, Subordinated Debt, the T-Mobile Liability and the Sprint Liability.
4. |
Clause (v) of Section 9.01(k) of the Credit Agreement is hereby deleted and replaced with the following: |
(v) the eNom Companies may continue to maintain their bank accounts with Silicon Valley Bank existing as at the Amendment Closing Date provided that the aggregate of all amounts held in such accounts shall not exceed $3,000,000.
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The foregoing amendments shall also be reflected in the next formal amendment to the Credit Agreement. |
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This agreement shall be interpreted in accordance with the laws of the Province of Ontario. Without prejudice to the right of the Agent and the Lenders to commence any proceedings with respect to this agreement in any other proper jurisdiction, the parties hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. |
7. |
This agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and which counterparts together shall constitute one and the same agreement. This agreement may be executed by facsimile or pdf, and any signature contained hereon by facsimile or pdf shall be deemed to be equivalent to an original signature for all purposes. |
8. |
This agreement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns; "successors" includes any corporation resulting from the amalgamation of any party with any other corporation. |
[the remainder of this page is intentionally blank; signature pages follow]
IN WITNESS WHEREOF the parties hereto have executed this agreement.
TUCOWS INC. | TING FIBER, INC. | |||
By: |
/s/Dave Singh |
By: |
/s/Dave Singh | |
name: Dave Singh title: CFO |
name: Dave Singh title: CFO |
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TUCOWS.COM CO. | TING INC. | |||
By: |
/s/Dave Singh |
By: |
/s/Dave Singh | |
name: Dave Singh title: CFO |
name: Dave Singh title: CFO |
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TUCOWS (DELAWARE) INC. |
TUCOWS (EMERALD), LLC by its sole member, TING FIBER, INC. |
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By: |
/s/Dave Singh |
By: |
/s/Dave Singh | |
name: Dave Singh title: CFO |
name: Dave Singh title: CFO |
[signatures continued on next page]
BANK OF MONTREAL, as Administrative Agent |
BANK OF MONTREAL, as a Lender |
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By: |
/s/Francis Wentzel |
By: |
/s/Grace Lam |
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name: Francis Wentzel title: Managing Director |
name: Grace Lam title: Director |
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By: | /s/Allen Benjamin | By: | /s/Aditya Sapru | |
name: Allen Benjamin title: Director, Loan Syndications |
name: Aditya Sapru title: Managing Director |
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BANK OF MONTREAL, Chicago Branch, as a Lender |
ROYAL BANK OF CANADA, as a Lender |
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By: |
/s/Randon Gardley |
By: |
/s/ Brad W. Clarkson |
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name: Randon Gardley title: Vice President |
name: Brad W. Clarkson title: Authorized Signatory |
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By: | By: | |||
name: title: |
name: title: |
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THE BANK OF NOVA SCOTIA, as a Lender |
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By: |
/s/Suneel Puri |
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name: Suneel Puri title: Director, National Accounts |
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By: | /s/Yvonne Bai | |||
name: Yvonne Bai title: Associate Director, National Accounts |
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