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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Internap Corporation | NASDAQ:INAP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.085 | 0.088 | 0.089 | 0 | 01:00:00 |
Delaware
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001-31989
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91-2145721
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12120 Sunset Hills Road, Suite 330, Reston, Virginia
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20190
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(Address of Principal Executive Offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-2(c))
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Stock, par value $0.001 per share
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INAP
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Nasdaq Global Market
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Item 1.01
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Entry into a Material Definitive Agreement.
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• |
The Company’s general unsecured creditors will be paid in full in the ordinary course of business.
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• |
The Company will enter into debtor-in-possession financing structured as a delayed draw term loan (the “DIP Facility”) providing for a limit of $75 million (including the $5 million refinancing of the New Incremental Loans (as hereinafter defined)). The DIP Facility will mature on the earliest of (i) six months
from the date on which the Chapter 11 Cases are commenced (the “Petition Date”), (ii) the conversion or dismissal of the Chapter 11
Cases, (iii) the sale of substantially all of the assets of the Company, (iv) the acceleration of the DIP Facility in accordance with its terms and (v) the effective date of the Plan (the “Effective
Date”). The DIP Facility will bear interest at LIBOR + 1000 basis points, payable in cash monthly.
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• |
The DIP Facility will convert into a priority exit facility (the “Priority Exit Facility”)
upon the Company’s emergence from the Chapter 11 Cases. The Priority Exit Facility will have a 3-year maturity and bear interest at a rate of LIBOR + 1000 basis points payable in cash.
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• |
The Company will enter into a new term loan facility (the “New Term Loan Facility”) on the
Effective Date. The New Term Loan Facility will provide for term loans in the principal amount of $225 million, mature 5 years after the Effective Date and bear interest at a rate of LIBOR + 650 basis points, 300 basis points of which
will be paid in cash and 350 basis points will be paid in kind; provided that, at the election of the INAP board of directors post-Effective Date, 200 basis points of the LIBOR + 300 basis points cash interest may be payment in kind.
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• |
The Company will use its commercially reasonable efforts to enter into a new $15 million senior secured first out working capital facility on the Effective Date.
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• |
The lenders under the Credit Agreement dated April 6, 2017 by and among INAP, as borrower, certain of its subsidiaries as guarantors, Jefferies Finance LLC as administrative and collateral agent
and the other lenders thereto (as amended, the “Credit Agreement”) will receive 100% of the new common stock initially issued by
reorganized INAP post-Effective Date.
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• |
Holders of existing INAP common stock will receive warrants to purchase 10% of the new common stock of reorganized INAP (the “Warrants”); provided that such holders provide releases. The Warrants will have a strike price calculated to imply an equity value at which the holders of claims under the Credit Agreement recover their
principal amount of indebtedness under the Credit Agreement plus prepetition interest on their allowed loan claims (plus amounts outstanding under the New Term Loan Facility).
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• |
On the Effective Date, up to 10% of the fully diluted common stock of reorganized INAP, in the form of restricted stock grants and/or options, shall be reserved for issuance pursuant to a
management incentive plan, on terms to be determined by the INAP board of directors post-Effective Date.
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Item 1.03
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Bankruptcy or Receivership.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 2.04 |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Name
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Title
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Potential Payments
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|||
Michael Sicoli
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Chief Financial Officer
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$
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575,000
|
||
Andrew Day
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Chief Operating Officer
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$
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200,000
|
||
Richard Diegnan
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General Counsel
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$
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400,000
|
||
John Filipowicz
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Chief Administrative Officer
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$
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100,000
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||
Christine Herren
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Corporate Controller and Chief Accounting Officer
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$
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200,000
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Item 7.01
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Regulation FD Disclosure.
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Item 8.01
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Other Events.
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Item 9.01
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Financial Statements and Exhibits.
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10.1 |
Restructuring Support Agreement, dated as of March 13, 2020 by and among Internap Corporation, Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc. and
Internap Technology Solutions Inc. and the lenders party thereto.
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10.2 |
Incremental and Eighth Amendment to Credit Agreement, dated March 13, 2020, by and among Internap Corporation, the lenders party thereto and Jefferies Finance LLC as administrative agent.
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10.3 |
Amendment No. 1, dated March 13, 2020 to Employment Agreement between Internap Corporation and Michael Sicoli dated August 26, 2019.
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10.4 |
Incentive Bonus Letter Agreement dated March 13, 2020 between Internap Corporation and Andrew Day.
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10.5 |
Incentive Bonus Letter Agreement dated March 13, 2020 between Internap Corporation and Richard Diegnan.
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10.6 |
Incentive Bonus Letter Agreement dated March 13, 2020 between Internap Corporation and John Filipowicz.
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10.7 |
Incentive Bonus and Severance Letter Agreement dated March 13, 2020 between Internap Corporation and Christine Herren.
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Press Release dated March 16, 2020.
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INTERNAP CORPORATION
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|
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Date: March 16, 2020
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By:
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/s/ Michael T. Sicoli
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Michael T. Sicoli
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||
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President, Chief Financial Officer
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