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): January 26, 2021
RACKSPACE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
| | | | | |
| Delaware | | 001-39420 | | 81-3369925 |
(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
1 Fanatical Place City of Windcrest San Antonio, Texas | | 78218 |
| (Address of principal executive offices) | | (Zip Code) |
(210) 312-4000
(Registrant’s telephone number, including area code)
(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:
| | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Common Stock, par value $0.01 per share | | RXT | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Marketing of New Term Loan Facility
On January 26, 2021, Rackspace Technology, Inc. (“Rackspace Technology”) announced that Rackspace Technology Global, Inc., its wholly owned subsidiary (the “Company”), intends to commence the marketing of a new $2,200 million senior secured first lien term loan facility (the “New Term Loan Facility”), expected to mature in 2028.
The Company intends to use the proceeds from the New Term Loan Facility, together with the proceeds from the incurrence of an additional $650 million principal amount of pari passu secured debt, to repay all borrowings outstanding under the Company’s existing term loan facility and to pay related fees and expenses. The closing of the New Term Loan Facility is subject to successful marketing and other conditions, and there can be no assurance that the Company will close the New Term Loan Facility (or incur the pari passu secured debt) as described or at all.
This disclosure shall not constitute an offer to sell or the solicitation of an offer to purchase any security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be unlawful.
Rackspace Technology is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Rackspace Technology’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
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.
| | RACKSPACE TECHNOLOGY, INC. | |
| | | |
| | | |
| | By: | /s/ Amar Maletira | |
| | | Name: | Amar Maletira | |
| | | Title: | President and Chief Financial Officer | |
Dated: January 26, 2021
