Current Report Filing (8-k)
November 02 2017 - 4:08PM
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): November 1, 2017
Hortonworks, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36780
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37-1634325
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5470 Great America Parkway
Santa Clara, California 95054
(Address of principal executive office) (Zip Code)
(408)
916-4121
(Registrants telephone number, including area code)
N/A
(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))
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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.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 1, 2017, Hortonworks, Inc.
(the Company) entered into a $50.0 million senior secured revolving credit agreement with Silicon Valley Bank (the Bank), documented as an amendment and restatement of that certain
two-year
senior secured revolving credit facility dated November 2, 2016 with the Bank (as amended and restated, the Amended and Restated Credit Agreement). The revolving credit facility
evidenced thereby has a three-year term, and loans advanced thereunder bear interest at a per annum rate equal to LIBOR plus 3.50%. Pursuant to the terms of the Amended and Restated Credit Agreement, the Company agreed to pay an annual facility fee
equal to 0.50% of the aggregate amount of the revolving credit facility commitments and an unused line fee of 0.45% per annum on the unused commitments. All loans advanced thereunder are required to be guaranteed by certain material subsidiaries of
the Company and all obligations of the Company and the subsidiary guarantors (if any) under the Amended and Restated Credit Agreement and related agreements with the Bank are secured by liens on or security interests in substantially all of the
assets of the Company and all such subsidiary guarantors. As of the closing date, there were no subsidiary guarantors.
The Amended and
Restated Credit Agreement includes financial covenants requiring a minimum trailing
twelve-month
non-GAAP
operating profit and a minimum adjusted quick ratio. In
addition, the Company is required to maintain on account with the Bank not less than $15.0 million. The Amended and Restated Credit Agreement also contains customary reporting, affirmative and restrictive covenants, including restrictive
covenants imposing limitations on, among other matters, the ability of the Company and its subsidiaries to incur additional debt, grant liens, consummate asset sales, make investments (including acquisitions), and declare or make dividends or
repurchase its stock. Furthermore, the Amendment contains customary events of default that include, among others, failure to pay principal, interest and fees when due, failure to comply with the other terms of the Amended and Restated Credit
Agreement and related agreements, and certain insolvency related events. The existence of an event of default will allow the Bank to terminate its lending commitments, demand repayment of its loans, and otherwise exercise all rights and remedies of
a secured creditor. Borrowings by the Company under the Amended and Restated Credit Agreement, if any, are expected to be used for general corporate purposes.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02.
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Results of Operations and Financial Condition.
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On November 2, 2017, the Company
issued a press release announcing financial results for the quarter ended September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this report. The Company also released prepared remarks regarding its financial results
for the quarter ended September 30, 2017 (the Prepared Remarks). The full text of the Prepared Remarks is furnished as Exhibit 99.2 to this report. The information in this Item 2.02 (including Exhibits 99.1 and 99.2) shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 2.03.
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Creation of a Direct Financial Condition or an Obligation Under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form
8-K
is hereby
incorporated by reference into this Item 2.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HORTONWORKS, INC.
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Dated: November 2, 2017
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By:
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/s/ Scott Davidson
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Scott Davidson
Chief Financial Officer and
Chief Operating Officer
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HORTONWORKS, INC. (NASDAQ:HDP)
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