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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 31,
2017
UBIQUITI NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
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001-35300
(Commission
File Number)
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32-0097377
(IRS
Employer Identification No.)
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685 Third Avenue, 27th Floor
New York, NY 10017
(Address
of principal executive offices, including zip code)
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(646) 780-7958
(Registrant’s
telephone number, including area code)
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N/A
(Former
name or former address, if changed since last report)
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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:
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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. ☐
Item 1.01
Entry into a Material Definitive Agreement.
Second Amendment to Amended and Restated Credit
Agreement
On
October 31, 2017, Ubiquiti Networks, Inc. (the
“Company”) and certain subsidiaries of the Company
entered into the Second Amendment (the “Second
Amendment”) to the Amended and Restated Credit Agreement,
dated as of March 3, 2015 (as amended by that certain First
Amendment, dated as of April 14, 2017, to the Amended and Restated
Credit Agreement, the “Credit Agreement”), governing
the Company’s senior secured credit facilities, by and among
the Company and Ubiquiti International Holding Company Limited, a
wholly-owned subsidiary of the Company, as borrowers, certain
subsidiaries of the borrowers, as guarantors, the lenders and other
financial institutions party thereto and Wells Fargo Bank, National
Association, as administrative agent (“Wells
Fargo”).
The
Second Amendment (a) increases the maximum aggregate amount of
revolving loan commitments from $300 million to $425 million and
(b) allows for an incremental increase of $50 million in the form
of term loans or revolving credit commitments, subject to the
Company’s pro forma compliance with financial covenants, the
administrative agent’s approval, the Company obtaining
commitments for such increase and other customary conditions. All
other material terms and provisions of the Credit Agreement remain
substantially identical to the terms and provisions in place
immediately prior to the effectiveness of the Second Amendment,
other than the revision or inclusion of certain customary market
provisions.
The
foregoing description of the Second Amendment does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Second Amendment which is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
Wells
Fargo and the lenders and other financial institutions party to the
Credit Agreement, as amended by the Second Amendment, and certain
of their respective affiliates, have provided, and in the future
may provide, financial, banking and related services to the
Company. These parties have received, and in the future may
receive, compensation from the Company for these
services.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
description of the Second Amendment set forth under Item 1.01 is
incorporated into this Item 2.03 by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Second
Amendment, dated as of October 31, 2017, to Amended and Restated
Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti
Networks, Inc. and Ubiquiti International Holding Company Limited,
as borrowers, certain subsidiaries of the borrowers, as guarantors,
the lenders and other financial institutions party thereto and
Wells Fargo Bank, National Association, as administrative
agent.
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SIGNATURES
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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Ubiquiti Networks,
Inc.
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Date: November 1,
2017
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By:
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/s/
Robert
J. Pera
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Name: |
Robert J.
Pera
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Title: |
Chief
Executive Officer
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