Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in a Current Report filed on Form 8-K filed with the SEC on April 10, 2017 (the “Prior 8-K”), Ciber, Inc. (the “Company”) entered into a “stalking horse” Asset Purchase Agreement (the “Purchase Agreement”) with Capgemini America, Inc. (the “Buyer”), pursuant to which the Buyer agreed to purchase substantially all of the assets of the Company in North America and India (such assets, the “Assets,” and such transaction, the “Asset Sale”). On May 2, 2017, the Company and the Buyer entered into the First Amendment to the Asset Purchase Agreement (“Amendment No. 1”), which was filed with the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) and remains subject to its approval. Among other things, Amendment No. 1 reduced the initial overbid protection amount from $3,000,000 to $1,000,000 and reallocated certain leases and accounts payable to be assumed or excluded.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 filed as Exhibit 2.1.
Item 1.03. Bankruptcy or Receivership.
As previously reported in the Prior 8-K, the Company and its subsidiaries Ciber International LLC and Ciber Consulting, Inc. (together with the Company, the “Debtors”) filed voluntary petitions seeking relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court, administered under the caption “In re Ciber, Inc.,
et al
.”, Case No. 17-10772 (the “Chapter 11 Cases”).
On May 2, 2017, the Bankruptcy Court entered the
Order (I) Establishing Bidding Procedures and Granting Related Relief and (II) Approving the Bid Protections Related to the Sale of Certain Assets Free and Clear of Liens, Claims, Encumbrances, and Interests
[Docket Nos. 8, 73] (the “Bidding Procedures Order”). Pursuant to the Bidding Procedures Order, the Bankruptcy Court approved the Buyer (identified in Item 1.01 to this Current Report on Form 8-K) as the “stalking horse” bidder and further approved the bidding procedures (“Bidding Procedures”). The Bidding Procedures set forth the process by which the Debtors are authorized to conduct an auction for the sale of all or substantially all of the assets (the “Assets”) of the Debtors. The Bidding Procedures are for the purpose of seeking and evaluating offers for the Assets, in addition to the bid contemplated by the “stalking horse” bidder.
Also as previously reported in the Prior 8-K, in connection with the Chapter 11 Cases, the Debtors filed a motion seeking Bankruptcy Court approval of debtor-in-possession financing on the terms set forth in a form of Debtor-in-Possession (“DIP”) Credit Agreement (the “DIP Credit Agreement”), with respect to the Company and Wells Fargo Bank NA (“Wells Fargo”), as lender and administrative agent for the lenders that will be party to the DIP Credit Agreement (collectively, the “DIP Lenders”). Wells Fargo is the lender under the Company’s Asset Based Lending Facility, dated as of May 7, 2012 and as amended from time to time (the “Credit Facility”). The Debtors will be borrowers under the DIP Credit Agreement. The DIP Credit Agreement provides for a secured super-priority debtor-in-possession revolving credit facility of up to $41,000,000 (the “DIP Financing”). The DIP Financing will be used for (i) general working capital and operational expenses, (ii) administration of the Chapter 11 Cases (in each case of (i) and (ii), in accordance with the cash flow budget prepared by the Debtors and approved by the DIP Lenders), and (iii) costs, expenses, closing payments, and all other payment amounts contemplated in the DIP Credit Agreement. The Debtors filed a motion with the Bankruptcy Court seeking approval of the DIP Financing. The
Bankruptcy Court issued an Interim Order approving the DIP Credit Agreement on April 12, 2017, and issued a final Order approving the DIP Credit Agreement on May 2, 2017 with certain modifications.
The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement filed as Exhibit 10.1.