Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 of 15(d) of the Securities Exchange Act of
1934
Date
of report (Date of earliest event reported): September 12, 2006
CNET
Networks, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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0-20939
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13-3696170
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(CommissionFile
Number)
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(IRS
Employer Identification
Number)
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235
Second Street
San
Francisco, CA 94105
(Address
of principal executive offices including zip code)
(415)
344-2000
(Registrant’s
telephone number, including area code)
_________________
Check
the
appropriate box below if the Form 8-K 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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
On
September 12, 2006, CNET Networks, Inc. (“CNET” or the “Company”) entered into a
new one-year credit agreement (the “Credit Agreement”) with Bank of America,
N.A., as lender (the “Lender”). Under the Credit Agreement, CNET can borrow up
to an aggregate principal amount of $60.0 million, which can be drawn down
as
revolving loans or as term loans. The Company entered into the Credit Agreement:
(a) for the possible redemption of the Notes (as defined below); (b) for general
corporate purposes; and (c) to replace its previous credit agreement.
Various
interest rate options are available under the Credit Agreement. Interest rates
applicable to amounts outstanding under term loans or revolvers are, at the
Company’s option, either the base rate or the Eurodollar rate, where the base
rate is the higher of the Federal Funds rate plus 0.5% and the lender’s prime
rate, and the Eurodollar rate is LIBOR, plus an applicable margin based on
the
Company’s leverage. The credit facility carries a non-use fee of 0.30, 0.25 or
0.20% based on leverage.
The
Credit Agreement contains customary restrictive covenants, including a financial
covenant requiring CNET to maintain a liquid capital to total debt ratio at
or
above 1.10 to 1. These restrictive covenants, in some circumstances, limit
the
incurrence of additional indebtedness, payment of dividends, transactions with
affiliates, asset purchases and sales, mergers, acquisitions, prepayment of
other indebtedness, liens and encumbrances. The failure to comply with customary
conditions or the occurrence of events of default, customary for agreements
of
this kind, could, at the lender’s discretion, (a) prevent the Company from
receiving any advances, (b) generally require the repayment of any outstanding
advances and (c) require the provision of the pledged collateral under the
Credit Agreement. CNET has not received any advances under the Credit Agreement
at this time.
The
Lender under the Credit Agreement and its affiliates have provided various
investment banking, other commercial banking and financial advisory services
to
CNET for which they have received, and may in the future receive, customary
fees.
The
description above is a summary and is qualified in its entirety by the Credit
Agreement, which is filed as Exhibit 10.1 and is incorporated into this
Item 1.01 by reference.
Item
2.03 Creation
of a Direct Financial Obligation
or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
The
information described above under “Item 1.01. Entry into a Material Definitive
Agreement” is hereby incorporated into this Item 2.03 by reference.
Item
8.01 Other
Events.
On
September 13, 2006, CNET announced that it is soliciting consents from the
holders of its $125 million aggregate outstanding principal amount of 0.75%
Convertible Senior Notes due 2024 (the “Notes”). The Company is requesting a
waiver, until the first anniversary of the closing of the consent solicitation,
of any and all defaults or events of default under the terms of the indenture
governing the Notes that may arise from its failure to file with the Securities
and Exchange Commission and furnish to the trustee and holders of such notes,
certain reports required to be filed under the Securities Exchange Act of 1934
and, solely with respect to consenting holders, a waiver of consenting holders’
rights to tender notes in any mandatory offer by CNET to purchase the notes
resulting from the occurrence of any termination of the listing of the Company’s
common stock on or prior to the first anniversary of the closing of the consent
solicitation. Copies of the press release announcing the commencement of the
consent solicitation is attached hereto as Exhibit 99.1 and is incorporated
into
this Item 8.01 by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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10.1
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Credit
Agreement, dated as of September 12, 2006, between CNET and the
Lender
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99.1 |
Press
Release, dated September 13, 2006
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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.
Dated:
September 18, 2006
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CNET
Networks, Inc.
By:
/s/ George Mazzotta
Name:
George Mazzotta
Title:
Chief Financial Officer
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EXHIBIT
INDEX
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10.1 |
Credit
Agreement, dated as of September 12, 2006, between CNET and the
Lender
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99.1 |
Press
Release, dated September 13, 2006
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