Item 1.01 Entry into a Material Definitive Agreement.
The disclosure provided in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the European Refinancing (as defined below), on October 27, 2016, Ciber, Inc. (“Ciber,” or the “Company”), Ciber AG, Ciber International B.V., Ciber Nederland B.V., and Ciber International Holdings, C.V., entered into Waiver and Amendment No. 7 (the “Amendment”) to the Credit Agreement with Wells Fargo Bank, N.A., dated May 7, 2012 (the “Credit Agreement”). The Amendment provides for, among other things: (1) a waiver of Existing Events of Default; (2) an adjustment to the Fixed Charge Coverage Ratio to 1.05 to 1.0 for the periods beginning January 1, 2017, ending at the end of each of the months of January 2017, February 2017, March 2017 and April 2017; (3) changes to the Applicable Margin and the elimination of LIBOR Rate Loans; (4) consent to and the release of the assets sold in the European Refinancing; (5) the reduction of the Maximum Revolver Amount from $54,000,000 to $44,000,000; (6) elimination of the Company’s borrowing capacity in the United Kingdom and Germany; (7) changes to the US Borrowing Base; (8) an Availability Block; (9) consent for the Company’s Spanish subsidiary, Consulting in Business Engineering and Research, S.L. to enter into a similar receivables purchase agreement with FGI; and (10) consent to the sale of the Equity Interests or substantially all of the assets of the Company’s Danish, Finnish and Australian subsidiaries, subject to certain conditions.
The Amendment also imposes new conditions, including: (1) a cash forecast requirement, including minimum weekly receipts and maximum weekly disbursements; (2) a requirement that the Company engage and retain a strategic advisor, to prepare a confidential information memorandum and enter into a letter of intent no later than November 1, 2016 regarding a potential financing, refinancing (other than the European Refinancing), or any merger, acquisition, joint venture, divestiture, or other disposition of some or all of the assets of the Company outside of the ordinary course of the Company’s business with aggregate proceeds of at least $25,000,000, to be completed no later than December 31, 2016; (3) a requirement that the Company retain at all times a financial advisor; (4) the establishment of certain specified reserves; and (5) the establishment of certain additional fees under the Credit Agreement. Capitalized terms used but not otherwise defined in this Item 1.01 to this Current Report on Form 8-K shall have the meanings given them in the Amendment, or the Credit Agreement, as applicable. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.