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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, 2019 (October 29, 2019)

Internap Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware
001-31989
91-2145721
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

12120 Sunset Hills Road, Suite 330, Reston, Virginia
  
20190
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (404) 302-9700

Not applicable
(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-2(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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Common stock, $0.001 par value
  
INAP
  
Nasdaq Global Market

ITEM 1.01
Entry into a Material Definitive Agreement.

On October 29, 2019, Internap Corporation (the “Company”) entered into the Seventh Amendment to Credit Agreement among the Company, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent (the “Seventh  Amendment”). The Seventh Amendment (i) modified the maximum Total Net Leverage Ratio requirements and the minimum Consolidated Interest Coverage Ratio requirements under the Company’s Credit Agreement, dated as of April 6, 2017 (as amended, the “Credit Agreement”), and (ii) effected certain other modifications, including changes to certain baskets.

The maximum Total Net Leverage Ratio (as defined in the Credit Agreement) levels are amended to be as follows:

Test Period End Date
Total Net Leverage Ratio
12/31/19
7.25:1.00
3/31/20
7.25:1.00
6/30/20
7.25:1.00
9/30/20
7.25:1.00
12/31/20
7.25:1.00
3/31/21
5.50:1.00
6/30/21
5.00:1.00
9/30/21
4.50:1.00
12/31/21 and thereafter
4.50:1.00

The minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) levels are amended to be as follows:

Test Period End Date
Consolidated Interest Coverage Ratio
12/31/19
1.60:1.00
3/31/20
1.60:1.00
6/30/20
1.60:1.00
9/30/20
1.60:1.00
12/31/20
1.60:1.00
3/31/21
2.00:1.00
6/30/21
2.00:1.00
9/30/21 and thereafter
2.00:1.00

The Seventh Amendment also made the following modifications:


 •
Reduced the disposition of property basket from $50 million to $25 million.


•
Reduced reinvestment of net cash proceeds from asset sales from $2.5 million to $1 million.


•
Reduced investment basket from greater of $25 million and 30% of EBITDA to greater of $12.5 million and 15% of EBITDA.


•
Reduced incremental facility from $50 million to $25 million.


•
Reduced foreign subsidiary debt basket from greater of $15 million and 18% of EBITDA to greater of $5 million and 6% of EBITDA.


•
Reduced general basket from greater of $50 million and 61% of EBITDA to greater of $25 million and 30% of EBITDA.

The foregoing description of the Seventh Amendment is a summary and is qualified in its entirety by reference to the complete terms and conditions of the Seventh Amendment, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

ITEM 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 9.01
Financial Statements and Exhibits.


(d)
Exhibits

The following exhibit is filed as part of this report:

Exhibit
No.
Description
   
Seventh Amendment to Credit Agreement, dated as of October 29, 2019, among Internap Corporation, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent.

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.

 
INTERNAP CORPORATION
   
Date: October 31, 2019
By:
/s/ Richard P. Diegnan
   
Richard P. Diegnan
   
EVP and General Counsel