UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 28, 2018

 

 

 

CISION LTD.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Cayman Islands 000-38140 N/A

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

130 East Randolph Street, 7th Floor

Chicago, Illinois

60601
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 866-639-5087

 

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:

 

¨ 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 240.13c-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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On December 28, 2018, a wholly owned subsidiary of Cision Ltd. (the “Company”), Canyon Valor Companies, Inc., the borrower, entered into an incremental facility amendment (the “Incremental Amendment”) to the credit agreement with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders from time to time party thereto dated as of June 16, 2016, as amended (the “Credit Agreement”). As a result of the Incremental Amendment, available borrowings under the revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) was increased from $75.0 million to $100.0 million. Borrowings under the Revolving Credit Facility bear interest at an interest rate of LIBOR plus 2.75% for dollar borrowings and EURIBOR plus 3.0% for Euro borrowings, and the Revolving Credit Facility matures on June 16, 2021.

 

The foregoing description of the Incremental Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Incremental Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

On January 3, 2019, the Company and certain of its wholly owned subsidiaries (collectively, the “Buyers”) entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which the Buyers acquired all of the outstanding capital stock (the “Acquisition”) of Falcon.io ApS, a Danish limited liability company (“Target”). Consideration for the acquisition was comprised of (i) cash consideration of approximately $63.3 million and (ii) an aggregate of 5.3 million ordinary shares of the Company, par value $0.0001 per share (the “Shares”), which were issued to the equityholders of Target. The cash portion of the consideration was funded with a combination of cash on hand and borrowings under the Revolving Credit Facility. The Company drew approximately $40.0 million of dollar borrowings under its Revolving Credit Facility in connection with the closing of the Acquisition.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The description set forth under Item 2.03 of this Current Report on Form 8-K related to the issuance of Shares in connection with the Acquisition is incorporated into this Item 3.02 by reference.

 

The issuance of the Shares under the Purchase Agreement will be made in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and the regulations promulgated thereunder and pursuant to Regulation S promulgated thereunder. The Company will rely on these exemptions from registration based in part on representations made by Target and its equityholders. No underwriters were involved in the issuance of the Shares.

 

Item 7.01 Regulation FD Disclosure.

 

On January 3, 2019, the Company issued a press release announcing the signing of the Purchase Agreement and the completion of the Acquisition of Falcon.io ApS, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Falcon.io ApS had revenues of approximately $27 million for the twelve months ended December 31, 2018.

 

The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished hereby and 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 into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The inclusion of this information in Item 7.01 shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

 

Forward-Looking Statements

 

The Company cautions you that statements included in this current report on Form 8-K that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the benefits of the Acquisition. The risks and uncertainties relating to the Company are contained in its periodic filings with the Securities and Exchange Commission. The Company's public filings with the Securities and Exchange Commission are available at www.sec.gov. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
10.1   Incremental Facility Amendment dated December 28, 2018
99.1   Press Release dated January 3, 2019

 

 

 

 

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.

 

Dated: January 3, 2019

 

  CISION LTD.
     
  By: /s/ Jack Pearlstein  
    Name: Jack Pearlstein
    Title: Chief Financial Officer

 

 

 

Exhibit 10.1

 

INCREMENTAL FACILITY AMENDMENT

 

INCREMENTAL FACILITY AMENDMENT, dated as of December 28, 2018 (this “ Agreement ”), by and among, Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “ Borrower ”) and SunTrust Bank (the “ Additional Revolving Lender ”), and acknowledged by Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent.

 

RECITALS:

 

WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of June 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Canyon Companies S.à r.l., a private limited liability company ( société à responsabilité limitée ) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand and ten United States Dollars ($20,010) and registered with the Luxembourg Register of Commerce and Companies under number B 187.216 (“ Holdings ”), Canyon Group S.à r.l., a private limited liability company ( société à responsabilité limitée ) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand United States Dollars ($20,000) and registered with the Luxembourg Register of Commerce and Companies under number B 202.299 (“ Intermediate Lux Holdings ”), Canyon Valor Holdings, Inc., a Delaware corporation (“ Intermediate U.S. Holdings ”), the Borrower, the lending institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and

 

WHEREAS , subject to the terms and conditions of the Credit Agreement, the Borrower may establish an Incremental Revolving Commitment Increase by, among other things, entering into one or more Incremental Facility Amendments with Additional Revolving Lenders;

 

WHEREAS , the Additional Revolving Lender and the Borrower wish to establish an Incremental Revolving Commitment Increase on the terms set forth in this Agreement utilizing available capacity pursuant to clause (II) of the definition of Incremental Cap;

 

NOW, THEREFORE , in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

The Additional Revolving Lender hereby provides the Incremental Revolving Commitment Increase as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below (the loans made pursuant thereto, the “ Additional Revolving Loans ”). After giving effect to such Incremental Revolving Commitment Increase, the Revolving Commitments of the Revolving Lenders shall be as set forth in Schedule B annexed hereto.

 

The Additional Revolving Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements referred to in Section 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. This Agreement shall constitute (i) the notice required to be delivered by the Borrower to the Administrative Agent pursuant to Section 2.20(a) of the Credit Agreement and (ii) an “Incremental Facility Amendment” for purposes of Section 2.20(d) of the Credit Agreement.

 

 

 

 

Notwithstanding any provision to the contrary herein or in the Credit Agreement, the terms of the Incremental Revolving Commitment Increase and the Additional Revolving Loans (including without limitation the Applicable Rate and the principal payment terms applicable thereto) shall, except to the extent of fees expressly set forth in the Fee Letter (the “ Incremental Fee ”), be the same as the terms of the Revolving Commitments and the Revolving Loans, respectively, outstanding immediately prior to giving effect to this Agreement, and such Incremental Revolving Commitment Increase shall be deemed to constitute Revolving Commitments and such Additional Revolving Loans shall be deemed to constitute Revolving Loans for all purposes of this Agreement and the Credit Agreement and shall constitute one tranche with, and be the same Class as, the Revolving Commitments and Revolving Loans outstanding immediately prior to giving effect to this Agreement. Following the Incremental Amendment Effective Date (as defined below), each reference to “Revolving Commitments” and Revolving Loans made pursuant to Section 2.01(b) shall include the Incremental Revolving Commitment Increase and Additional Revolving Loans, respectively, and each reference to “Lender” shall include the Additional Revolving Lender hereunder, in each case, unless the context shall require otherwise. Each of the parties hereto hereby agrees that, with the consent of the Borrower (not to be unreasonably withheld), the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all amounts of such the Incremental Revolving Commitment Increase and Additional Revolving Loans, when originally made, are Revolving Commitments or Revolving Loans, respectively, for all purposes under the Loan Documents. The Borrower shall not be required to pay fees on the Incremental Revolving Commitment Increase pursuant to Section 2.12 of the Credit Agreement for any period prior to the Incremental Amendment Effective Date.

 

The Additional Revolving Lender hereby agrees to make the Incremental Revolving Commitment Increase on the following terms and conditions:

 

1. Terms . For the avoidance of doubt, the Incremental Revolving Commitment Increase and any Additional Revolving Loans made pursuant thereto shall be treated the same as the Class of Revolving Commitments and Revolving Loans in effect prior to the date hereof, it being understood that (x) all borrowings, commitment reductions, prepayments and repayments of Revolving Loans made under the Incremental Revolving Commitment Increase shall be made on a ratable basis with the other Revolving Loans under the Credit Agreement and (y) all participations in Letters of Credit shall be held on a ratable basis among the Revolving Lenders based on their Revolving Commitments (after giving effect to the Incremental Revolving Commitment Increase), and upon effectiveness of the Incremental Revolving Commitment Increase, all outstanding participations in Letters of Credit shall be automatically reallocated among the Revolving Lenders in a manner consistent with the foregoing.

 

2. Use of Proceeds . The proceeds of the Additional Revolving Loans shall be used as set forth in Section 5.10 of the Credit Agreement.

 

  2  

 

 

3. Additional Revolving Lenders . The Additional Revolving Lender acknowledges and agrees that upon its execution of this Agreement and the effectiveness of the Incremental Revolving Commitment Increase, that such Additional Revolving Lender shall become a “ Lender ” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and under the Intercreditor Agreements, as applicable, pursuant to Section 9.18 of the Credit Agreement.

 

4. Credit Agreement Governs . Except as set forth in this Agreement, the Incremental Revolving Commitment Increase shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

 

5. Conditions to Effectiveness . The obligations of the Additional Revolving Lender to make the Incremental Revolving Commitment Increase and the effectiveness of the Agreement is subject to the satisfaction, or waiver by the Additional Revolving Lender (the date of such satisfaction or waiver, the “ Incremental Amendment Effective Date ”), of the following conditions:

 

(a) Borrower Certifications. By its execution of this Agreement, the undersigned officer of the Borrower, to the best of his or her knowledge, hereby certifies, solely in his or her capacity as an officer of the Borrower and not in his or her individual capacity, that no Event of Default exists on the Incremental Amendment Effective Date before or after giving Pro Forma Effect to the Incremental Revolving Commitment Increase contemplated hereby;

 

(b) Delivery of Documents. The Additional Revolving Lender (or its counsel) shall have received duly signed counterparts of this Agreement, dated as of the Incremental Amendment Effective Date from the Borrower and the Additional Revolving Lender;

 

6. Notice . For purposes of the Credit Agreement, the initial notice address of the Additional Revolving Lender shall be as set forth below its signature below.

 

7. Tax Forms . For the Additional Revolving Lender, delivered herewith to the Administrative Agent and the Borrower are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Revolving Lender may be required to deliver to the Administrative Agent and/or the Borrower pursuant to Section 2.17 of the Credit Agreement.

 

8. Recordation of the New Loans . Upon execution and delivery hereof, the Administrative Agent will record the Additional Revolving Loans, as the case may be, made by the Additional Revolving Lender in the Register.

 

9. Acknowledgement and Consent. The Borrower hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the amendment of the Credit Agreement effected pursuant to this Agreement, including without limitation, the making of the Incremental Revolving Commitment Increase. The Borrower hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Secured Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document), including without limitation, the Incremental Revolving Commitment Increase. The Borrower acknowledges and agrees that any of the Loan Documents (as they may be modified by this Agreement) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement other than to the extent expressly contemplated hereby.

 

  3  

 

 

10. Amendment, Modification and Waiver . This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

 

11. Entire Agreement . This Agreement, the Credit Agreement, the Fee Letter dated of even date herewith between the Borrower and the Additional Revolving Lender (the “ Fee Letter ”) and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

 

12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

13. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 17, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

 

14. Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of an original executed counterpart of this Agreement.

 

  4  

 

 

 

IN WITNESS WHEREOF , each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

 

  SunTrust BANK
   
  By: /s/ Rich Cosgray
  Name: Rich Cosgray
  Title: Director

 

 

 

 

 

 

 

  CANYON VALOR COMPANIES, INC.
   
  By: /s/ Jack Pearlstein
  Name: Jack Pearlstein
  Title:   Chief Financial Officer
     

 

 

 

 

 

 

  Acknowledged by:
   
  DEUTSCHE BANK AG NEW YORK BRANCH ,
  as Administrative Agent
     
  By: /s/ Alicia Schug
  Name: Alicia Schug
  Title: Vice President
     
     
  By: /s/ Maria Guinchard
  Name: Maria Guinchard
  Title: Vice President

 

 

 

 

 

 

 

SCHEDULE A
TO INCREMENTAL AGREEMENT

 

Name of Additional Revolving Lender Incremental Revolving Commitment Increase
SunTrust Bank $25,000,000
  Total: $25,000,000

 

 

 

 

  

SCHEDULE B
TO INCREMENTAL AGREEMENT

 

Name of Revolving Lender Revolving Commitment
Deutsche Bank AG New York Branch $25,000,000
Barclays Bank PLC $25,000,000
Royal Bank of Canada $25,000,000
SunTrust Bank $25,000,000
  Total: $100,000,000

 

 

 

Exhibit 99.1

 

Cision® Acquires Leading Social Media Company Falcon.io

 

Acquisition enhances company's Earned Media Management vision with modern social marketing capabilities

 

CHICAGO, Jan. 3, 2019 /PRNewswire/ -- Cision (NYSE: CISN) today announced it has acquired Falcon.io, a leading social media company with offices in New York, Copenhagen, Sofia, Berlin, Melbourne and Budapest. Falcon.io provides brands with insights into their global content strategy and the management of comprehensive social media marketing programs through publishing, engagement, listening, advertising and measurement.

 

 

 

The addition of Falcon.io further solidifies Cision's market leadership in driving the future of earned media management, moving beyond the tactical nature of PR point solutions. While Falcon.io will continue to be offered as a stand-alone social media platform for marketers, advertisers, and customer experience professionals, it will also be integrated with the Cision Communications Cloud® to expand social media capabilities to earned media and communications professionals. Integrating Falcon.io into the Cision Comms Cloud ™ platform will enable marketing and communications professionals to fully integrate their campaigns across owned, earned and paid media.

 

With the addition of these social media capabilities, Cision further demonstrates its commitment to be a true, end-to-end provider of earned media management solutions.

 

"Falcon.io is an industry leader in Europe and fast-emerging in the U.S. for social media marketing. By adding their social marketing solutions to the Cision portfolio, we are finally allowing industry professionals to execute sophisticated social media campaigns across paid, owned, and earned media that spans the entire customer journey," said Kevin Akeroyd, Cision CEO. "Falcon.io will round out our vision for holistic earned media management that includes not only engagement on broadcast, print, and open web/mobile media channels, but social media as well."

 

"Social media is core to today's customer experience, with nearly 2.5 billion users. At Falcon.io, we take pride in providing world-class brands with our leading social media marketing solution," said Ulrik Bo Larsen, Falcon.io founder and CEO. "Cision's earned media management vision and leading comms technology is very synergistic to the Falcon vision of offering best in class technology to streamline an array of related social media and customer experience use cases on one strong technology platform. Together, we will provide our customers with an unparalleled, complete communications solution."

 

Falcon.io's social media marketing capabilities will be immediately available to Cision customers.

 

To learn more about the Cision Comms Cloud click here.

  

 

 

 

About Cision

 

Cision Ltd. (NYSE: CISN) is a leading global provider of earned media software and services to public relations and marketing communications professionals. Cision's software allows users to identify key influencers, craft and distribute strategic content, and measure meaningful impact. Cision has over 4,000 employees with offices in 19 countries throughout the Americas, EMEA, and APAC. For more information about its award-winning products and services, including the Cision Communications Cloud®, visit www.cision.com and follow Cision on Twitter @Cision.

 

About Falcon.io

 

Falcon.io offers an integrated SaaS platform for social media listening, engaging, publishing, measuring, advertising and managing customer data. The company enables their clients to explore the full potential of digital marketing by managing multiple customer touchpoints from one platform. Falcon.io's diverse and global client portfolio includes Carlsberg, Toyota, William Grant & Sons, Momondo, Panasonic, Coca-Cola, and many more.

  

Media Contacts:

U.S.

Laura Roman

Director of Corporate Communications, Cision

cisionpr@cision.com

 

Europe

Allan Edwards

Kaizo for Cision

Cision@kaizo.co.uk