Tucows Inc. Files 8-K: Material Agreement, Financials

TL;DR

Tucows signed a big deal, check the 8-K for details.

AI Summary

On August 20, 2024, Tucows Inc. entered into a material definitive agreement. The filing also includes information related to Regulation FD and financial statements with exhibits. The company is incorporated in Pennsylvania and its principal executive offices are located in Toronto, Ontario, Canada.

Why It Matters

This 8-K filing indicates a significant new agreement for Tucows Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Tucows Inc. (company) — Registrant
• August 20, 2024 (date) — Date of earliest event reported
• Pennsylvania (jurisdiction) — State of incorporation
• 96 Mowat Avenue, Toronto, Ontario, Canada (address) — Principal executive offices

FAQ

Key Financial Figures

• $55,000,000 — ed subsidiary of the Company issued (i) $55,000,000 of its 5.63% Secured Fiber Revenue Note
• $8,000,000 — -2 (the " 2024 Class A-2 Notes "), (ii) $8,000,000 of its 6.85% Secured Fiber Revenue Note
• $16,000,000 — (the " 2024 Class B Notes ") and (iii) $16,000,000 initial principal amount of 9.15% Secur

Filing Documents

• tcx20240815_8k.htm (8-K) — 44KB
• ex_717986.htm (EX-4.3) — 84KB
• ex_715436.htm (EX-10.1) — 372KB
• ex_715437.htm (EX-99.1) — 13KB
• 0001437749-24-027681.txt ( ) — 732KB
• tcx-20240820.xsd (EX-101.SCH) — 3KB
• tcx-20240820_def.xml (EX-101.DEF) — 12KB
• tcx-20240820_lab.xml (EX-101.LAB) — 15KB
• tcx-20240820_pre.xml (EX-101.PRE) — 12KB
• tcx20240815_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement General On August 20, 2024 (the " Closing Date " ) , Tucows Inc. (the "Company," "we," "our," or "us") through certain of its indirect and wholly owned subsidiaries, including Ting Fiber, LLC, entered into a definitive agreement relating to a securitized financing facility related to a privately placed securitization transaction. On the Closing Date, Ting Issuer LLC, a Delaware limited liability company (the " Issuer "), a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company issued (i) $55,000,000 of its 5.63% Secured Fiber Revenue Notes, Series 2024-1, Class A-2 (the " 2024 Class A-2 Notes "), (ii) $8,000,000 of its 6.85% Secured Fiber Revenue Notes, Series 2024-1, Class B (the " 2024 Class B Notes ") and (iii) $16,000,000 initial principal amount of 9.15% Secured Fiber Revenue Notes, Series 2024-1, Class C (the " 2024 Class C Notes " and together with the 2024 Class A-2 Notes and the 2024 Class B Notes, the " 2024 Term Notes "). The Issuer will retain the full amount of 2024 Class C Notes on the Closing Date. The offering was exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "). Subject to certain limitations, the 2024 Notes are secured by certain of the Company's revenue-generating assets, consisting principally of fiber-network related agreements, fiber-network assets and customer contracts (collectively, the " Securitized Assets "), that are owned by certain other limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company (collectively, the " Securitization Entities ") that act as guarantors under the Base Indenture (as defined below). The 2024 Term Notes were issued under the Base Indenture (the " Base Indenture "), dated as of May 4, 2023 (as supplemented by the Base Indenture Supplement No. 1, dated as of November 10, 2023), by and between the Issuer, the asset parties party thereto and Citibank, N.A

Use of Proceeds

Use of Proceeds On the Closing Date, a portion of the net proceeds of the offering were used to pay fees and expenses related to the issuance of the 2024 Term Notes. The Company intends to use the remaining proceeds for general corporate purposes. The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Series 2024-1 Supplement and the Note Purchase Agreement, which have been filed as Exhibits 4.3 and 10.1, respectively, hereto and are hereby incorporated herein by reference. Interested parties should read the documents in their entirety.

01

Item 7.01 Regulation FD Disclosure. On August 20, 2024, the Company issued a press release regarding the issuance of the 2024 Term Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Company. Cautionary Statement Regarding Forward-Looking Statements

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 4.1 Base Indenture, dated as of May 4, 2023, by and among Ting Issuer LLC, the asset entities party thereto, and Citibank, N.A. (Incorporated by reference to Exhibit 4.1 filed with Tucows' Current Report of Form 8-K, as filed with the SEC on May 5, 2023) 4.2 Series 2023-1 Indenture Supplement, dated as of May 4, 2023, by and among Ting Issuer LLC, the asset entities party thereto, and Citibank, N.A. (Incorporated by reference to Exhibit 4.2 filed with Tucows' Current Report of Form 8-K, as filed with the SEC on May 5, 2023) 4.3 Series 2024-1 Indenture Supplement, dated as of August 20, 2024, by and among Ting Issuer LLC, the asset entities party thereto, and Citibank, N.A. 10.1* Note Purchase Agreement, dated as of August 20, 2024, by and among Ting Issuer LLC, the asset entities party thereto, Ting Holdco LLC, Ting Fiber, LLC, and each of the Purchasers listed in Purchaser Schedule thereto 99.1 Press Release issued by Tucows Inc. on August 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Portions of this exhibit have been omitted in accordance with Item 601(a)(6) of Regulation S-K. *Portions of this exhibit have been omitted in accordance with Item Item 601(a)(6) and Item 601(b)(10) of Regulation S-K because such information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

SIGNATURES

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. TUCOWS INC. (Registrant) Date: August 23, 2024 By: /s/ Ivan Ivanov Name: Ivan Ivanov Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR