Current Report Filing (8-k)
27 Febbraio 2017 - 10:10PM
Edgar (US Regulatory)
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)
February 27, 2017
Square, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37622
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80-0429876
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1455 Market Street, Suite 600
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
(415) 375-3176
(Registrants telephone number, including area code)
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 (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))
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Item 1.01 Entry into a Material Definitive Agreement.
Square, Inc. (the Company) entered into the First Amendment to Credit Agreement, dated as of February 27, 2017, among the
Company, the lenders that are a party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the Amendment). The Amendment amends the Revolving Credit Agreement, dated as of November 2, 2015, among the Company, the lenders
that are a party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the Original Credit Agreement, as amended, modified, or supplemented, the Credit Agreement).
The Amendment amended the Original Credit Agreement to, among other things, permit the Company to issue convertible senior unsecured notes and
enter into convertible note hedge and warrant transactions in connection with the issuance of such convertible senior notes.
Certain of
the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, other commercial dealings with the Company or its affiliates in the ordinary course of business, including in connection with an offering
of convertible senior unsecured notes. They have received, or may in the future receive, customary fees and commissions for those transactions.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On February 27, 2017, the Company issued a press release announcing its intention to offer $350 million aggregate principal amount of
convertible senior unsecured notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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First Amendment to Credit Agreement, dated as of February 27, 2017, among Square, Inc., the Lenders Party Thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
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99.1
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Press Release, dated February 27, 2017.
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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.
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SQUARE, INC.
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By:
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/s/ Hillary Smith
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Hillary Smith
General Counsel
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Date: February 27, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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First Amendment to Credit Agreement, dated as of February 27, 2017, among Square, Inc., the Lenders Party Thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
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99.1
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Press Release, dated February 27, 2017.
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