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): April 30, 2006
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-18706
(Commission File Number)
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95-3086563
(IRS Employer
Identification No.) |
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1000 Park Drive
Lawrence, Pennsylvania
(Address of Principal Executive Offices)
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15055
(Zip Code) |
Registrant’s telephone number, including area code: (724) 746-5500
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 30, 2006, pursuant to an Interest Purchase Agreement by and between Platinum Equity,
LLC, a Delaware limited liability company (“Platinum”), and Black Box Corporation, a Delaware
corporation (“Black Box”), as amended by the Amendment to the Interest Purchase Agreement (the
“Amendment”) by and between Platinum and Black Box dated as of April 30, 2006 (collectively, the
“Purchase Agreement”), an indirect wholly-owned subsidiary of Black Box purchased (the
“Acquisition”) 100% of the outstanding membership interests of NextiraOne, LLC, a Delaware limited
liability company (“NXO”), NextiraOne New York, LLC, a Delaware limited liability company (“NXO
NY”), and NextiraOne Federal, LLC, a Delaware limited liability company (“NXO Federal”), and 100%
of the partnership interests of NextiraOne California L.P., a California limited liability
partnership (“NXO CA,” and, together with NXO, NXO NY and NXO Federal, the “Companies”). The
Companies, along with certain subsidiaries of the Companies that are also being acquired in the
Acquisition (the “Subsidiaries”), are engaged in the business of providing integrated enterprise
network, IP telephony, voice and data solutions and services to customers in the commercial
marketplace primarily in the United States and Canada as well as to the United States government,
United States government agencies and United States government contractors. A copy of the
Amendment is filed as Exhibit 2.1 hereto.
The purchase price for the Acquisition was $97,305,000, including a pre-closing reduction of
the purchase price of $6,645,000 based on the estimated equity book value of the Companies and
Subsidiaries (total assets less total liabilities, as adjusted by the parties for certain items) as
of the closing date. The purchase price is subject to a post-closing determination of the actual
equity book value as of the closing date. The purchase price was paid in cash which was borrowed
under Black Box’s Second Amended and Restated Credit Agreement, as amended. See Item 2.03 herein.
Item 2.03 Creation of a Direct Financial Obligation of a Registrant.
The purchase price for the Acquisition was borrowed under Black Box’s Second Amended and
Restated Credit Agreement, dated as of January 24, 2005, by and among Norstan, Inc., a Minnesota
corporation (as successor to SF Acquisition Co.), Black Box Corporation of Pennsylvania, a Delaware
corporation, Black Box, certain subsidiaries of Black Box which are guarantors, each of the
“Lender” parties thereto (the “Lenders”) and Citizens Bank of Pennsylvania, a banking association
organized and existing under the laws of the Commonwealth of Pennsylvania, as administrative agent
for the Lenders thereunder, as amended by that First Amendment to the Second Amended
and Restated Credit Agreement dated as of February 17, 2005 (the “First Amendment”), and as further
amended by that Second Amendment to the Second Amended and Restated Credit Agreement dated as of
March 28, 2006 (the “Second Amendment,” and, together with the Second Amended and Restated Credit
Agreement and the First Amendment, the “Existing Credit Agreement”). Pursuant to the Second
Amendment, the revolving credit commitments of the Lenders was increased from $240,000,000 to
$310,000,000 and the maturity date of the Existing Credit Agreement was extended to March 28, 2011.
Changes were also made to certain covenants contained in the Existing Credit Agreement. A copy of
the Second Amendment is filed as Exhibit 2.2 hereto.
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