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): August 10, 2017
LogMeIn, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34391 | 20-1515952 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
320 Summer Street Boston, Massachusetts |
02210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781)-638-9050
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 240.13e-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.
On August 10, 2017, LogMeIn, Inc. (the “Company”) entered into a borrower accession agreement (the “ Borrower Accession Agreement ”) with its wholly-owned subsidiary, LogMeIn Ireland Holding Company Limited, an Irish incorporated limited liability company (“ LogMeIn Holdings ”) and JPMorgan Chase Bank, N.A. acting in its capacity as administrative agent (the “ Administrative Agent ”), pursuant to which LogMeIn Holdings became a foreign borrower under the Company’s existing multi-currency Amended and Restated Credit Agreement, dated as of February 1, 2017 (the “ Credit Agreement ”) by and between the Company and a syndicate of banks for which JPMorgan Chase Bank, N.A. acted as the Administrative Agent, Joint Bookrunner and Joint Lead Arranger, Wells Fargo Securities, LLC and RBC Capital Markets acted as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, and Silicon Valley Bank, Citizens Bank, N.A., Bank of America, N.A. and SunTrust Bank, acted as Documentation Agents.
As a foreign borrower, LogMeIn Holdings will have access to the Company’s $400,000,000 revolving credit line under the Credit Agreement. The obligations of LogMeIn Holdings under the Credit Agreement are guaranteed by the Company, certain of the Company’s material U.S. subsidiaries (other than any excluded material U.S. subsidiaries under the terms of the Credit Agreement), and the material first-tier subsidiaries of LogMeIn Holdings that are incorporated in the same jurisdiction as LogMeIn Holdings. The obligations of LogMeIn Holdings and each of its guarantors are secured by substantially all of their assets, including a pledge of 100% of the capital stock of the Company’s and its U.S. subsidiary guarantors’ existing and future U.S. subsidiaries and 65% of the capital stock of the Company’s and LogMeIn Holdings’ existing and future first-tier foreign subsidiaries, in each case, subject to certain exceptions as more fully described in the Credit Agreement.
The foregoing description of the Credit Agreement and the Borrower Accession Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Credit Agreement and the Borrower Accession Agreement filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation of an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K above with respect to entering into the Borrower Accession Agreement by LogMeIn Holdings is incorporated by reference into this Item 2.03. The description of the Credit Agreement and the Borrower Accession Agreement in Item 1.01 of this Current Report on Form 8-K above does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and the Borrower Accession Agreement filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number |
Description of Exhibit |
|
| 10.1 | Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among LogMeIn, Inc., each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Bookrunner and Joint Lead Arranger, Wells Fargo Securities, LLC and RBC Capital Markets as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, and Silicon Valley Bank, Citizens Bank, N.A., Bank of America, N.A. and SunTrust Bank, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by LogMeIn, Inc. on February 1, 2017). | |
| 10.2 | Borrower Accession Agreement, dated as of August 10, 2017, among LogMeIn, Inc., LogMeIn Ireland Holding Company Limited and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
SIGNATURE
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.
| LOGMEIN, INC. | ||||||
| Date: August 10, 2017 | By: | /s/ Michael J. Donahue | ||||
| Name: Michael J. Donahue | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||
LOGMEIN, INC.
Exhibit Index
|
Exhibit
Number |
Description of Exhibit |
|
| 10.1 | Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among LogMeIn, Inc., each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Bookrunner and Joint Lead Arranger, Wells Fargo Securities, LLC and RBC Capital Markets as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents, and Silicon Valley Bank, Citizens Bank, N.A., Bank of America, N.A. and SunTrust Bank, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by LogMeIn, Inc. on February 1, 2017). | |
| 10.2 | Borrower Accession Agreement, dated as of August 10, 2017, among LogMeIn, Inc., LogMeIn Ireland Holding Company Limited and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
Exhibit 10.2
BORROWER ACCESSION AGREEMENT
This BORROWER ACCESSION AGREEMENT dated as of August 10, 2017, among LOGMEIN, INC., a Delaware corporation (“ LMI ”), LOGMEIN IRELAND HOLDING COMPANY LIMITED, an Irish incorporated limited liability company, (the “ New Borrower ”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “ Administrative Agent ”).
Reference is made to the Amended and Restated Credit Agreement, dated as of February 1, 2017 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among LMI, each of the Additional Borrowers party thereto (together with LMI, each a “ Borrower ” and collectively, the “ Borrowers ”), the Lenders parties thereto, and the Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrowers. Each of LMI and the New Borrower represent and warrant that the representations and warranties of LMI in the Credit Agreement relating to the New Borrower and this Borrower Accession Agreement are true and correct in all material respects (or in all respects if already qualified by concepts of materiality) on and as of the date hereof and no Default or Event of Default has occurred and is continuing as a result of the New Borrower becoming a Borrower. LMI agrees that the guarantee of LMI and each other Domestic Borrower contained in the Credit Agreement will apply to the obligations of the New Borrower. Upon execution and delivery of this Borrower Accession Agreement by each of LMI, the New Borrower and the Administrative Agent and the satisfaction of all other requirements under Section 5.09(a) of the Credit Agreement, the New Borrower shall be a party to the Credit Agreement and a “Borrower” for all purposes thereof, and the New Borrower hereby agrees to be bound by all provisions of the Credit Agreement. The undersigned Lenders and Administrative Agent hereby consent to the transfer of the Equity Interests of the New Borrower from LMI to GetGo Holdings Bermuda Limited.
THIS BORROWER ACCESSION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
The provisions of Section 9.06 of the Credit Agreement as to counterparts and electronic execution are hereby incorporated into this Borrower Accession Agreement by reference, mutatis mutandis , as if such provisions were fully set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Borrower Accession Agreement to be duly executed by their authorized officers as of the date first appearing above.
| LOGMEIN, INC. | ||
| By: | /s/ Edward K. Herdiech | |
| Name: | Edward K. Herdiech | |
| Title: | Chief Financial Officer and Treasurer |
[Signature Page to Borrower Accession Agreement]
Signed and Delivered as a Deed by
| Edward K. Herdiech | /s/ Edward K. Herdiech | |||||
| Attorney | ||||||
as duly appointed attorney for
and on behalf of LogMeIn Ireland Holding Company Limited
in the presence of:
| /s/ Patrick J. Murphy |
| Witness Signature |
| Address: 333 Summer Street, Boston, MA 02210 |
| Occupation: Attorney |
[Signature Page to Borrower Accession Agreement]
|
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
||
| By: | /s/ Justin Burton | |
| Name: | Justin Burton | |
| Title: | Vice President | |
[Signature Page to Borrower Accession Agreement]
| Consented to: | ||
| JPMORGAN CHASE BANK, N.A., as Lender | ||
| By: | /s/ Justin Burton | |
| Name: | Justin Burton | |
| Title: | Vice President | |
[Signature Page to Borrower Accession Agreement]
| Consented to: | ||
| Royal Bank of Canada, as Lender | ||
| By: | /s/ Mark Gronich | |
| Name: | Mark Gronich | |
| Title: | Authorized Signatory | |
| Consented to: | ||
| SILICON VALLEY BANK, as Lender | ||
| By: | /s/ Frank Groccia | |
| Name: | Frank Groccia | |
| Title: | Vice President |
| Consented to: | ||
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Janet Fung | |
| Name: | Janet Fung | |
| Title: | Vice President | |
| Consented to: | ||
| Citizens Bank, N.A., as Lender | ||
| By: | /s/ Brendan Roche | |
| Name: | Brendan Roche | |
| Title: | Senior Vice President | |
| Consented to: | ||
| Wells Fargo, N.A., as Lender | ||
| By: | /s/ Debra E. DelVecchio | |
| Name: | Debra E. DelVecchio | |
| Title: | SVP | |
| Consented to: | ||
| TD Bank, N.A., as Lender | ||
| By: | /s/ William F. Granchelli | |
| Name: | William F. Granchelli | |
| Title: | Senior Vice President | |
| Consented to: | ||
| SUNTRUST BANK, as Lender | ||
| By: | /s/ Jason Crowley | |
| Name: | Jason Crowley | |
| Title: | Vice President | |