Fusion Connect, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-27: Form 8-K; Period of report 2019-12-27; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2019-12-04: Form 8-K; Period of report 2019-12-03; Description 8.01 Other Events; Details 8.01.
- 2019-11-22: Form 8-K; Period of report 2019-11-20; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2019-11-12: Form 8-K; Period of report 2019-11-05; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-27 | 8-K | 2019-12-27 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | fssn_8k.htm |
| 2019-12-04 | 8-K | 2019-12-03 | 8.01 Other Events | 8.01 As previously reported, on June 3, 2019 Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, the “Debtors” and together with Fusion’s non-debtor Canadian subsidiaries, collectively, the “Company” or “Companies”) filed voluntary petitions (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). | fsnn_8k.htm |
| 2019-11-22 | 8-K | 2019-11-20 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-11-12 | 8-K | 2019-11-05 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Regulation FD Disclosure. 8.01 As previously reported, the Debtors entered into that certain Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, that certain Fourth Amendment, dated as of July 19, 2019, that certain Fifth Amendment, dated as of July 26, 2019, that certain Sixth Amendment, dated as of August 12, 2019, that certain Seventh Amendment, dated as of September 6, 2019, that certain the Eighth Amendment, dated as of October 4, 2019, and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-10-30 | 8-K | 2019-10-28 | 7.01 Regulation FD Disclosure | 7.01 As previously reported, on June 3, 2019 Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, the “Debtors” and together with Fusion’s non-debtor Canadian subsidiaries, collectively, the “Company” or “Companies”) filed voluntary petitions (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). | fsnn_8k.htm |
| 2019-10-25 | 8-K | 2019-10-21 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-10-11 | 8-K | 2019-10-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 As previously announced on October 7, 2019, Kevin Brand was appointed as President, Chief Operating Officer and interim Chief Executive Officer of the Company. 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-10-07 | 8-K | 2019-10-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As previously reported, on June 3, 2019 Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, the “Debtors” and together with Fusion’s non-debtor Canadian subsidiaries, collectively, the “Company” or “Companies”) filed voluntary petitions (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). 8.01 As previously reported, the Debtors entered into that Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, that certain Fourth Amendment, dated as of July 19, 2019, that certain Fifth Amendment, dated as of July 26, 2019, that certain Sixth Amendment, dated as of August 12, 2019, that certain Seventh Amendment, dated as of September 6, 2019, and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-09-25 | 8-K | 2019-09-20 | 7.01 Regulation FD Disclosure | 7.01 As previously reported, on June 3, 2019 Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, the “Debtors” and together with their non-debtor Canadian subsidiaries, the “Company”) filed voluntary petitions (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). | fsnn_8k.htm |
| 2019-09-09 | 8-K | 2019-09-06 | 8.01 Other Events | 8.01 As previously reported, Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, the “Debtors” and together with Fusion’s non-debtor Canadian subsidiaries, collectively, the “Company”) entered into that certain Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, that certain Fourth Amendment, dated as of July 19, 2019, that certain Fifth Amendment, dated as of July 26, 2019, that certain Sixth Amendment, dated as of August 12, 2019 and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-09-06 | 8-K | 2019-09-03 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Regulation FD Disclosure. 8.01 Fusion cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | fsnn_8k.htm |
| 2019-08-27 | 8-K | 2019-08-22 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Regulation FD Disclosure. 8.01 As previously reported, the Company entered into that certain Superpriority Secured Debtor-in-Possession Credit and Guaranty Agreement, dated as of June 7, 2019, as amended by that certain Amendment No.1, dated as of June 17, 2019, that certain Amendment No. 2, dated as of June 24, 2019, that certain Amendment No. 3, dated as of June 28, 2019, that certain Amendment No. 4, dated as of July 17, 2019, that certain Amendment No. 5, dated as of July 19, 2019, that certain Amendment No. 6, dated July 26, 2019, that certain Amendment No. 7, dated August 8, 2019, and as further amended, restated, supplemented, amended and restated or otherwise modified from time to time (the “DIP Credit Agreement”), by and among Fusion, as borrower, certain subsidiaries of the Fusion, as guarantors, the lenders party thereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent. | fsnn_8k.htm |
| 2019-08-23 | 8-K | 2019-08-20 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-08-13 | 8-K | 2019-08-08 | 8.01 Other Events | 8.01 As previously reported, Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (collectively, including Fusion, the “Company”) entered into that certain Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, that certain Fourth Amendment, dated as of July 19, 2019, that certain Fifth Amendment, dated as of July 26, 2019, and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-07-30 | 8-K | 2019-07-26 | 8.01 Other Events | 8.01 As previously reported, Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (collectively, including Fusion, the “Company”) entered into that certain Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, that certain Fourth Amendment, dated as of July 19, 2019, and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-07-25 | 8-K | 2019-07-22 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-07-23 | 8-K | 2019-07-19 | 8.01 Other Events | 8.01 As previously reported, Fusion Connect, Inc. (“Fusion”) and its U.S. subsidiaries (collectively, including Fusion, the “Company”) entered into that certain Restructuring Support Agreement, dated June 3, 2019, as amended by that certain First Amendment, dated as of June 17, 2019, that certain Second Amendment, dated as of June 24, 2019, that certain Third Amendment, dated as of June 28, 2019, and as further amended, restated, supplemented, or otherwise modified from time to time (the “RSA”), and certain holders of claims under that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018. | fsnn_8k.htm |
| 2019-07-18 | 8-K | 2019-07-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-07-10 | 8-K | 2019-07-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-07-02 | 8-K | 2019-07-01 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Regulation FD Disclosure. 8.01 Risk factors describing the major risks to our business are filed as Exhibit 99.3 hereto and are incorporated herein by reference. | fsnn_8k.htm |
| 2019-06-10 | 8-K | 2019-06-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 regarding the DIP Term Facility and the DIP Credit Agreement is incorporated by reference into this Item 2.03. 8.01 The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | fsnn_8k.htm |
| 2019-06-03 | 8-K | 2019-05-28 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.03 Bankruptcy or Receivership. 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement. 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers. 7.01 Regulation FD Disclosure. | fsnn_8k.htm |
| 2019-05-28 | 8-K | 2019-05-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-05-20 | 8-K | 2019-05-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-05-14 | 8-K | 2019-05-10 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 As previously disclosed, on May 10, 2019, Fusion Connect, Inc. (the “Company”) entered into that certain Super Senior Secured Credit Agreement, dated as of May 9, 2019 (the “Bridge Agreement”), by and among the Company, certain subsidiaries of the Company, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto. | fsnn_8k.htm |
| 2019-05-10 | 8-K | 2019-05-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. | fsnn_8k.htm |
| 2019-05-06 | 8-K | 2019-05-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-04-29 | 8-K | 2019-04-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-04-19 | 8-K | 2019-04-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 16, 2019, Fusion Connect, Inc. (the “Company”) received a notification of deficiency (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(f) because the Company has not paid certain fees due to Nasdaq. | fsnn_8k.htm |
| 2019-04-15 | 8-K | 2019-04-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2019-04-10 | 8-K | 2019-04-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | fsnn_8k.htm |
| 2019-04-02 | 8-K | 2019-04-01 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 7.01 Regulation FD Disclosure | 4.02 As previously disclosed, on May 4, 2018, Fusion Connect, Inc. (the “Company”) completed the merger (the “Birch Merger”) of its wholly-owned subsidiary, Fusion BCHI Acquisition LLC, with and into Birch Communication Holdings, Inc. (“Birch”), in accordance with the terms of the Agreement and Plan of Merger, dated as of August 26, 2017, as amended. 7.01 The Company is party to (i) that certain First Lien Credit and Guaranty Agreement, dated as of May 4, 2018 (the “First Lien Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantor subsidiaries, the lenders party thereto, and Wilmington Trust, National Association (“Wilmington Trust”), as administrative agent and collateral agent (the “First Lien Administrative Agent”), and (ii) that certain Second Lien Credit and Guaranty Agreement, dated as of May 4, 2018 (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantor subsidiaries, the lenders party thereto, and Wilmington Trust, as administrative agent and collateral agent (the “Second Lien Administrative Agent” and together with the First Lien Administrative Agent, the “Administrative Agent”). | fsnn_8k.htm |
| 2019-02-08 | 8-K | 2019-02-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 4, 2019, Fusion Connect, Inc.’s (the “Company”) indirect wholly-owned subsidiary, Fusion Cloud Services, LLC, a Georgia limited liability company (“Fusion Cloud Services”), entered into an Asset Purchase Agreement, dated as of February 1, 2019 (the “Purchase Agreement”), with Lingo Management, LLC, a Georgia limited liability company (“Lingo”), pursuant to which Lingo agreed to acquire approximately 3,500 customers (the “Acquired Customers”) and associated assets from Fusion Cloud Services for an aggregate purchase price of $10,000,000 (the “Purchase Price”). $9,250,000 of the Purchase Price was paid to Fusion Cloud Services upon execution of the Purchase Agreement and the remainder of the Purchase Price will be paid at the closing of the transaction (the “Closing”). | fsnn_8k.htm |