Sphere 3D Corp. Completes Divesture of Overland Storage
14 Novembro 2018 - 11:30AM
Sphere 3D Corp. (NASDAQ: ANY) (“Sphere 3D” or the “Company”)
announced today that it has closed the previously announced
transactions contemplated by that certain Share Purchase Agreement
dated February 20, 2018 (the “Share Purchase Agreement”), as
amended, by and among the Company, Overland Storage, Inc., a wholly
owned subsidiary of the Company (“Overland”), and Silicon Valley
Technology Partners, Inc., a corporation established by Eric Kelly,
the Company’s Chief Executive Officer, who currently serves as the
chief executive officer and chairman of the board of directors of
such corporation (“Purchaser”).
Pursuant to the closing of the transactions
contemplated under the Share Purchase Agreement (the “Closing”), as
described in the press release issued by the Company on November 1,
2018, the Company sold to Purchaser all of the issued and
outstanding shares of capital stock of Overland in consideration
for the issuance to the Company of shares of preferred stock of
Purchaser (the “SVTP Shares”) representing 19.9% of the outstanding
shares of capital stock of Purchaser as of the Closing, and the
release of the Company and all of its subsidiaries (other than
Overland) from all the obligations and liabilities under the
Company’s principal existing indebtedness and assumption thereof by
Purchaser. Among other things, in connection with the Closing:
- $6.5 million of the outstanding
principal amount of that certain 8% Senior Secured Convertible
Debenture, dated December 1, 2014, by and between the Company and
FBC Holdings S.A.R.L (“FBC”), having an outstanding principal
amount of $24.5 million (as amended, the “Debenture”) was converted
into 6,500,000 non-voting preferred shares of the Company;
- the Company and its subsidiaries
were released as obligors and guarantors under the Debenture and
under the Company’s Credit Agreement, dated April 6, 2016, as
amended and as assigned to FBC, having an outstanding principal
amount of $18.9 million; and
- the Subordinated Promissory Note,
dated December 11, 2017, by and between Overland and MF Ventures,
LLC, having an outstanding principal amount of $2.2 million
remained an obligation solely of Overland, and the Company has no
obligations pursuant thereto.
The value of the liabilities of the Company that
were released upon the Closing exceeded $45.0 million (the amount
of the purchase price contemplated by the Purchase Agreement).
In connection with the consummation of the
Share Purchase, Eric Kelly resigned as a director of the Company
and as Chairman of the Board of Directors of the Company and has
been appointed chief executive officer and chairman of the board of
directors of Overland.
In addition, the Company entered into a Secured
Promissory Note (the “Secured Note”) issued by Overland in favor of
the Company and HVE Inc, a wholly-owned subsidiary of the Company,
in the principal amount of $500,000. The proceeds from the Secured
Note will be used to pay certain expenses on or after the Closing.
The Secured Note matures on May 13, 2019 and accrues interest at a
rate equal to 8% per annum. The Company granted a security interest
to Overland in all the SVTP Shares held by the Company to secure
the Company’s obligations under the Secured Note.
For additional information regarding the Closing
and the transactions completed in connection therewith, reference
is made to the Company’s Current Report on Form 8-K dated the date
hereof and filed on EDGAR at www.sec.gov and on SEDAR at
www.sedar.com.
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) delivers
containerization, virtualization, and data management solutions via
hybrid cloud, cloud and on-premise implementations through its
global reseller network and professional services organization.
Sphere 3D, along with its wholly owned subsidiaries, has a strong
portfolio of brands, including HVE ConneXions, dedicated to helping
customers achieve their IT goals.
For more information, visit www.sphere3d.com.
Follow us on Twitter @Sphere3D, @HVEconneXions.
Safe Harbor Statement
This press release contains forward–looking
statements, which include, among others, Sphere 3D’s expectations,
beliefs, plans, objectives, prospects, financial condition,
assumptions or future events or performance, that may involve
risks, uncertainties, and assumptions concerning the Company’s
business and products, including our ability to continue operations
without the business of our former subsidiary, Overland Storage,
Inc., our ability to raise additional capital through equity or
debt financings, the market adoption, actual performance and
functionality of our products; our inability to comply with the
covenants in associated with our preferred shares; any increase in
our future cash needs; our ability to maintain compliance with
NASDAQ Capital Market listing requirements; unforeseen and proposed
changes in the course of Sphere 3D’s business or the business of
its wholly–owned subsidiaries; the level of success of our
collaborations and business partnerships; possible actions by
customers, partners, suppliers, competitors or regulatory
authorities; and other risks detailed from time to time in our
periodic reports contained in our Annual Information Form and other
filings with Canadian securities regulators (www.sedar.com) and in
periodic reports filed with the United States Securities and
Exchange Commission (www.sec.gov). All forward–looking statements
speak only as of the date of this written communication. Sphere 3D
undertakes no obligation to update any forward–looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Investor Contact:Tina
Brown+1-408-283-4731Investor.relations@sphere3d-overland.com
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