SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 31, 2018
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
(Commission File Number)
1000 Park Drive
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (724) 746-5500
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
The following is to report on Form 8-K the event previously disclosed in a press release issued on August 1, 2018, a copy of which is furnished as Exhibit 99.1 to this report.
On June 29, 2018, Black Box Corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company (collectively, the “Guarantors” and together with the Company, the “Loan Parties”) entered into a Second Amendment (the “Second Amendment”) with PNC Bank, National Association, as administrative agent (the “Agent”), and certain other lenders party thereto (together with the Agent, the “Lenders”) to amend the Credit Agreement entered into among the Loan Parties, the Agent and the Lenders on May 9, 2016 (as amended by the Amendment and Joinder Agreement, dated August 9, 2017, the “Credit Agreement,” and as further amended by the Second Amendment, the “Amended Credit Agreement”).
As the Company disclosed in the Form 8-K, filed with the Securities and Exchange Commission on July 2, 2018, the Company has agreed under the Amended Credit Agreement to pursue the sale (the “Sale Transaction”) of its federal government IT services business (the “Federal Business”). Under the Amended Credit Agreement, the Company must meet certain milestone dates leading to the consummation of the Sale Transaction, including the delivery of an executed purchase agreement in respect of the Sale Transaction on or before July 31, 2018 (the “First Sale Milestone Date”). The Company and the Agent have agreed to an extension regarding the timing of the First Sale Milestone Date.
There can be no assurance that the pursuit of the Sale Transaction will result in any transaction being announced or consummated. Additional discussion regarding the effects of a default under the Amended Credit Agreement can be found in the Company’s Form 10-K, filed with the Securities and Exchange Commission on July 16, 2018.
The foregoing description is qualified in its entirety by the full text of the Second Amendment, including the Amended Credit Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on July 2, 2018, which is incorporated by reference herein.
Financial Statements and Exhibits.
Press Release dated August 1, 2018.
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.
BLACK BOX CORPORATION
Date: August 6, 2018
/s/ DAVID J. RUSSO
David J. Russo
Executive Vice President, Chief Financial Officer
and Treasurer (Principal Accounting Officer)
FOR IMMEDIATE RELEASE
BLACK BOX CORPORATION ANNOUNCES EXTENSION FOR BUSINESS UNIT SALE
PITTSBURGH, PENNSYLVANIA, August 1, 2018 – Black Box Corporation (NASDAQ:BBOX), a leading digital solutions provider, announced today that it has received an extension from its lenders regarding the timing of the execution of a definitive agreement to sell its Federal Business. The Company will provide an announcement when the agreement is executed.
Management believes that this transaction remains on track to close by the end of August.
About Black Box
Black Box (NASDAQ:BBOX) is the trusted digital partner. With more than 40 years of experience connecting people and devices, we are dedicated to helping clients embrace the intelligent edge and enable their digital transformation. Our award-winning products and extensive services connect you with your customers, your team, and the world. Every day, our customers trust us to design, deploy, and manage their digital needs including retail IoT solutions, healthcare, and mission-critical control room infrastructures across commercial enterprises and governmental organizations. With a global presence and extensive team of technical
experts, we make digital transformation possible whether at one location or hundreds. To learn more about Commercial Services and Government Solutions visit bboxservices.com. To learn more about Technology Products Solutions visit blackbox.com. Follow us on Twitter at @blackbox_ns.
Black Box® and the Double Diamond logo are registered trademarks of BB Technologies, Inc.
Black Box Corporation
David J. Russo
Executive Vice President, Chief Financial Officer and Treasurer
Phone: (724) 873-6788
1000 Park Drive, Lawrence, PA 15055-1018 • (724) 746-5500 • FAX (724) 746-0746