Current Report Filing (8-k)
October 30 2017 - 07:37AM
Edgar (US Regulatory)
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 26, 2017
EXTREME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-25711
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77-0430270
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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6480 Via Del Oro
San Jose, California 95119
(Address of principal executive offices)
Registrants telephone number, including area code:
(408) 579-2800
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. ☐
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):
☐
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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-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On October 26, 2017, Extreme Networks, Inc., a Delaware corporation (the
Company
) entered into the Third Amendment to Amended and
Restated Credit Agreement (the
Third Amendment
), which amends that certain Amended and Restated Credit Agreement, dated as of October 28, 2016 (as amended, the
Credit Agreement
), by and among the Company,
as borrower, Silicon Valley Bank, as administrative agent and collateral agent, and the financial institutions that are a party thereto as lenders (
Lenders
). Among other things, the Third Amendment (i) amends the negative
covenant governing dispositions to increase the general dispositions basket for the fiscal year of the Company ending June 30, 2018, and (ii) amends certain definitions and provisions to update certain references to the Purchase Agreement
(as defined below).
The above description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously reported, on October 3, 2017,
the Company entered into an Asset Purchase Agreement (the
Purchase Agreement
) with Brocade Communications Systems, Inc. (
Brocade
), to purchase the data center switching, routing and analytics business (the
Business
) of Brocade and its subsidiaries (the
Transaction
). On October 27, 2017, the Company and Brocade completed the Transaction.
Upon closing the Transaction (the
Closing
), the Company paid an upfront closing cash payment equal to $23 million (inclusive of
$13 million representing target working capital, which is subject to a post-closing
true-up
adjustment based on the finally determined amount of working capital), which was funded with cash on hand and a
portion of the proceeds from the Companys borrowing under the Credit Agreement described in Item 1.01 of this Current Report on Form
8-K.
Further, under the Purchase Agreement, the Company has also
agreed to pay Brocade: (i) a deferred payment equal to $20 million to be paid in installments of $1 million per quarter for the next 20 full fiscal quarters of the Company following the Closing, plus (ii) quarterly earnout
payments equal to 50% of the profits of the Business for the five-year period commencing at the end of the first full fiscal quarter of the Company following the Closing.
As previously reported, on October 3, 2017, the Company, LSI Corporation, a Delaware corporation (
LSI
), and Broadcom Corporation, a
Delaware corporation (
Broadcom
) entered into a consent agreement (
Consent Agreement
) whereby, among other things, the Company agreed to pay Broadcom $25 million upon consummation of the Purchase Agreement.
In connection with the Closing, the Company is making such payment to Broadcom.
The above descriptions of the Purchase Agreement and the Consent
Agreement do not purport to be complete and each are qualified in their entirety by reference to the full text of the Purchase Agreement and Consent Agreement, as applicable, copies of which ere included as exhibits to the Companys Current
Reports on Form
8-K
previously filed on October 3, 2017.
Item 7.01. Regulation FD Disclosure.
On October 30, 2017, the Company issued a press release announcing that they had completed the acquisition outlined in the Purchase Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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The Abbreviated Financial Statements of Assets to
be Acquired and Liabilities to be Assumed and the Abbreviated Financial Statements of Combined Statements of Revenues and Direct Expenses for the fiscal years ended October 29, 2016, October 31, 2015 and November 1, 2014 (audited) and
for the
3-month
periods ended October 27, 2017 and 2016, (unaudited), will be filed by amendment as soon as practicable, but in no event later than 71 days after the date of this Current Report on Form
8-K
is required to be filed.
(b)
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Pro Forma Financial Information.
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The pro forma financial information required to be filed
pursuant to Item 9.01(b) of Form
8-K
will be filed by amendment as soon as practicable, but in no event later than 71 days after the date of this Current Report on Form
8-K
is required to be filed.
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This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation
S-K,
which the registrant agrees to furnish supplementally to the SEC upon request by the SEC.
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SIGNATURES
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: October 30, 2017
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EXTREME NETWORKS, INC.
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By:
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/s/ Katy Motiey
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Katy Motiey
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Executive Vice President, Chief
Administrative Officer HR, General
Counsel & Corporate Secretary
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