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Note 19 - Subsequent Events
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements  
Subsequent Events [Text Block]

19. Subsequent events:

 

a. Issuance of Preferred Units by Ting Fiber, LLC

 

On August 8, 2022,the Company completed an "F" reorganization for U.S. federal income tax purposes whereby Ting Fiber, Inc., a subsidiary of the Company, was converted to Ting Fiber, LLC ("Ting LLC") upon the filing of a Certificate of Conversion with the office of the Secretary of State of the State of Delaware. 

 

Subsequently on August 8, Ting LLC entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate TF Holdings, LLC, a Delaware limited liability company (“Generate”) ("Transaction Close") pursuant to which Ting LLC will issue and sell 10,000,000 units of its Series A Preferred Units to Generate at a cash purchase price of $6.00 per unit with initial funding expected to occur by August 12, 2022 (the "Initial Funding"). Under the Unit Purchase Agreement, after the Initial Funding until the third anniversary (the "End Date") Ting LLC will, upon the achievement of pre-determined operational and financial drawdown milestones issue and sell in subsequent fundings an aggregate of 23,333,333.34 units of additional Series A Preferred Units on the same terms and conditions as in the Initial Funding. The investment will provide Ting LLC $60 million of capital upon the Initial Funding, with an additional $140 million of capital commitments available to Ting LLC over the subsequent three-year period if the Milestones are achieved. From the Transaction Close until the earlier of (i) the End Date and (ii) the date upon which Generate has purchased $140 million of Series A Preferred Units pursuant to Milestone Fundings, Ting LLC is required to pay Generate a standby fee at a rate of 0.50% of the unpaid $140 million capital commitment which will be paid quarterly.

 

Concurrent with the Transaction Close, Ting LLC and Generate entered into an Amended and Restated Limited Liability Company Agreement of Ting LLC (the "LLC Agreement"). Under the LLC Agreement, the Series A Preferred Units will accrue a preferred return at a rate of 15% per annum (subject to certain adjustments as described below) on a non-cash basis for the first 24 months following the Initial Funding; in addition Ting LLC will grant Generate certain customary and other minority protections, including, without limitation, the appointment of one Manager to the newly formed three-person Board of Managers of Ting LLC.

 

In addition, concurrent with the Transaction Close, Ting LLC and an affiliate of Generate TF Holdings, LLC, a Delaware limited liability company ("Generate Affiliate") will enter into an Equity Capital Contribution Agreement (the “ECC Agreement”), providing for up to $400 million of additional capital commitments from Generate Affiliate under which Ting and Generate Affiliate will jointly evaluate, build and operate new fiber-to-the-home networks (“ECC Networks”) and form a joint venture entity to own such ECC Networks. If Generate Affiliate and Ting LLC approve new ECC Networks under the ECC Agreement, then Generate Affiliate is expected to provide equity financing through the aforementioned capital commitments and be responsible for building and maintaining the ECC Networks while Ting LLC will lease the ECC Networks from Generate Affiliate to conduct its business as an ISP anchor tenant. Ting LLC has the option, but not the obligation, to participate in such equity financing. Subject to the value of the ECC Networks approved under the ECC Agreement the rate of preferred return on the Series A Preferred Units purchased under the Unit Purchase Agreement may be adjusted down to a floor of 13% or up to a ceiling of 17% per annum.

 

b. On August 8, 2022, the Company entered into a Third Amended and Restated Senior Secured Credit Agreement (the “Amended Credit Agreement”) with its existing syndicate of lenders ("the Lenders").  The Amended Credit Agreement continues to provide the Company with access to an aggregate of $240 million in committed funds ("the Credit Facility"). Under the Amended Credit Agreement, and in connection with the Unit Purchase Agreement the Lenders have agreed that Ting Fiber Inc. (converted to Ting LLC) and its wholly owned subsidiaries shall cease to be Guarantors under the Credit Facility and shall automatically be released from the respective guarantee and security documents, including a release of the Lenders' security interests and liens upon the assets of such entities. Additionally, the Amended Credit Agreement has extended the maturity of the Credit Facility to June 14, 2024. The Company is subject to the following financial covenants at all times, which are to be calculated on a rolling four quarter basis: (i) maximum Total Funded Debt to Adjusted EBITDA Ratio of 4.00:1.00 until September 29, 2023 and 3.75:1.00 thereafter; and (ii) minimum Interest Coverage Ratio of 3.00:1.00. The financial covenant calculations will exclude the financial results of Ting Fiber Inc. (converted to Ting LLC) and its wholly owned subsidiaries.  The Amended Credit Agreement also requires the Company to comply with other customary terms and conditions. The Amended Credit Agreement added SOFR Loans as a form of advance available under the Credit Facility to replace LIBOR Rate Advances, and such SOFR Loans may bear interest based on Adjusted Daily Simple SOFR (defined to be the applicable SOFR rate published by the Federal Reserve bank of New York plus 0.10% per annum subject to a floor of zero) or Adjusted Term SOFR (defined to be the applicable SOFR rate published by CME Group Benchmark Administration Limited plus 0.10% for one-month, 0.15% for three-months, and 0.25% for six-months per annum).