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):

~~March~~May 198, 2020 (~~March~~May 175, 2020)

Internap Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-31989		91-2145721
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12120 Sunset Hills Road, Suite 330, Reston, Virginia		20190
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 302-9700

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:

☐	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-2(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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 $0.001 per share		INAP		Nasdaq Global Market

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
None		None		None

Item 1.0103 Bankruptcy ~~Entry~~or ~~into a Material Definitive Agreement~~Receivership.

~~DIP~~Confirmation ~~Facility~~of the Plan

OnAs previously disclosed, on March 1916, 2020, Internap Corporation, ~~as debtor and debtor-in-possession~~ (“INAP”), and ~~certain~~ of its ~~subsidiaries,~~affiliates asDatagram ~~debtors and debtors-in-possession (collectively with INAP~~LLC, ~~the~~Hosting ~~“Company”),~~Intellect ~~entered into a Senior Secured~~LLC, ~~Super-Priority~~Internap ~~Debtor-In-Possession~~Connectivity ~~Credit~~LLC, ~~Agreement~~SingleHop ~~(the “DIP Facility”) with Jefferies Finance~~ LLC, ~~(“Jefferies”)~~Ubersmith, as ~~administrative~~Inc. ~~agent~~ and ~~collateral~~Internap ~~agent,~~Technology ~~and~~Solutions ~~the~~Inc. ~~lenders party thereto~~ (~~the~~collectively ~~“DIP~~with ~~Lenders”). As previously reported by~~ INAP ~~on March 16~~, ~~2020,~~ the “Company”) filed voluntary petitions ~~for relief~~ (~~collectively,~~ the “Chapter 11 Cases”) ~~under~~in ~~Title 11 of~~ the United States ~~Code with the United States~~ Bankruptcy Court for the Southern District of New York, White Plains Division (the “Bankruptcy Court”) toseeking ~~effect~~relief aunder ~~prepackaged~~ Chapter 11 ~~plan~~ of ~~reorganization~~Title ~~(the~~11 ~~“Plan”). On~~of ~~March 19, 2020,~~ the ~~Bankruptcy~~United ~~Court~~States ~~entered~~Code ~~an interim order~~ (the “~~Interim Order~~Bankruptcy Code”). toThe ~~approve~~Company’s ~~the~~Chapter ~~DIP~~11 ~~Facility~~Cases ~~and~~are ~~the~~jointly administered ~~parties~~under ~~entered into such DIP Facility on~~ the ~~terms~~caption In ~~approved~~re byInternap ~~the~~Technology ~~Bankruptcy~~Solutions ~~Court~~Inc. et al.

~~The~~On ~~DIP~~May ~~Facility provides for~~5, ~~among other things~~2020, ~~term~~the ~~loans~~Bankruptcy inCourt anentered ~~aggregate~~the ~~principal~~Findings ~~amount~~ of ~~up to $75 million~~Fact, ~~(including~~Conclusions ~~the roll up~~ of $5Law, ~~million~~and ofOrder ~~new incremental~~(i) ~~loans~~Approving ~~made~~Disclosure ~~on March 13~~Statement, ~~2020~~(ii) ~~pursuant~~Confirming toFirst ~~the~~Amended ~~credit~~Joint ~~agreement~~Prepackaged ~~dated~~Chapter 11 ~~April~~Plan 6,of ~~2017~~Internap byCorporation and ~~among~~Its ~~the~~Affiliated ~~Company,~~Debtors ~~Jefferies~~ and ~~the~~Debtors ~~lenders~~in ~~party~~Possession ~~thereto~~and (asiii) ~~amended,~~Granting Related Relief (the “~~Credit Agreement~~Confirmation Order”))., ~~All~~which ~~loans~~approved ~~under~~and confirmed the ~~DIP~~First ~~Facility~~Amended ~~bear~~Joint Prepackaged ~~interest~~Chapter at11 aPlan ~~rate~~ of ~~either:~~Internap ~~(i)~~Corporation anand ~~applicable~~Its ~~base~~Affiliated ~~rate~~Debtors ~~plus~~and 9%Debtors ~~per~~in ~~annum~~Possession or (~~ii)~~the ~~LIBOR (with a floor of 1%~~“Plan”) ~~plus 10% per annum~~.

~~Use of Proceeds.~~ The Company ~~anticipates~~expects ~~using~~that the ~~proceeds~~effective date of the ~~DIP~~Plan ~~Facility~~will ~~to,~~occur ~~among~~as ~~other~~soon ~~things:~~as ~~(i) pay~~all ~~certain~~conditions ~~fees,~~precedent ~~interest,~~to ~~payments~~the ~~and~~Plan ~~expenses~~have ~~related~~been tosatisfied (the ~~Chapter~~“Effective 11Date”). ~~Cases;~~Although ~~(ii)~~the ~~fund~~Company is expecting the ~~working~~occurrence of the ~~capital~~ Effective ~~needs~~Date ~~and~~as ~~expenditures~~soon ofas reasonably practicable, the Company ~~during~~can ~~the~~make ~~Chapter~~no 11assurance ~~Cases;~~as ~~(iii) fund~~to when, or ultimately if, the ~~Carve-Out (as~~Plan ~~defined~~will ~~below);~~become ~~and~~effective. ~~(iv) pay~~It ~~other~~is ~~related~~also ~~fees~~possible ~~and~~that ~~expenses~~amendments incould ~~accordance~~be ~~with~~made ~~budgets~~to ~~provided~~the Plan prior to the ~~DIP~~Effective ~~Lenders~~Date.

~~Priority~~Summary ~~and~~of ~~Collateral. The~~Material ~~DIP~~Features Lenders (subject to the Carve-Out as discussed below): (i) are entitled to joint and several super-priority administrative expense claim status in the Chapter 11 Cases; (ii) have a first priority lien on substantially all unencumbered assets of the Company; and (iii) have a priming first priority lien on any assets encumbered by the Credit Agreement. The Company’s obligations to the DIP Lenders and the liens and super-priority claims are subject in each case to a carve out (the “Carve-Out”) that accounts for certain administrative, court and legal fees payable in connection with the Chapter 11 Cases.Plan

~~Affirmative~~The ~~and~~following ~~Negative~~is ~~Covenants~~a summary of the material terms of the Plan. ~~The~~ ~~DIP~~This ~~Facility~~summary ~~contains~~highlights only certain ~~affirmative~~substantive ~~and~~provisions ~~negative~~of ~~covenants,~~the ~~including~~Plan ~~requiring~~and ~~the~~is ~~Company~~not intended to ~~provide~~be toa complete description of the ~~DIP~~Plan. This ~~Lenders~~summary ais ~~budget~~qualified in ~~for~~its entirety by reference to the ~~use~~full text of the ~~Company’s~~Confirmation ~~funds~~Order and the ~~achievement~~Plan, ofwhich ~~certain~~are ~~milestones~~attached ~~for~~hereto ~~the~~as ~~Chapter~~Exhibits 1199.1 ~~Cases~~and 2.1 to this Current Report on Form 8-K, ~~among~~respectively, ~~other~~and ~~covenants~~are ~~customary~~incorporated herein by reference. Any capitalized terms not defined in this Current Report on Form ~~debtor~~8-~~in-possession~~K ~~financings~~have the meanings assigned to them in the Plan.

~~Events~~Treatment of ~~Default. The~~Claims DIP Facility contains certain events of default customary in debtor-in-possession financings, including: (i) the failure to pay loans made under the DIP Facility when due; (ii) appointment of a trustee, examiner or receiver in the Chapter 11 Cases; (iii) certain violations of the Restructuring Support Agreement dated March 13, 2020, between the Company and ~~the~~Interests ~~lenders party thereto; and (iv) the failure of the Company to use the proceeds of the loans~~ under the ~~DIP Facility as set forth in the budget (subject to any approved variances).~~Plan

~~Maturity.~~ The DIP Facility will mature on the earliest of (i) September 16, 2020; (ii) the date on which the loans under the DIP Facility become due and payable, whether by acceleration or otherwise; (iii) the effective date of the Plan; ~~(iv)~~contemplates the ~~sale~~following oftreatment ~~substantially all~~ of ~~the~~claims ~~assets~~against ~~of the Company; (v) the first business day on which the order approving the DIP Facility by the Bankruptcy Court expires by its terms, unless a final order has been entered~~ and ~~become~~interests ~~effective~~in ~~prior thereto; (vi)~~ the conversion or dismissal of the Chapter 11 Cases; (vii) dismissal of any of the Chapter 11 Cases unless consented to by the DIP Lenders or (viii) the final order approving the DIP Facility by the Bankruptcy Court is vacated, terminated, rescinded, revoked, declared null and void or otherwise ceases to be in full force and effect.Company:

~~The~~• ~~foregoing~~On ~~description of~~ the ~~DIP~~Effective ~~Facility~~Date, ~~does~~the ~~not~~principal ~~purport~~amount toof beloans ~~complete~~extended ~~and~~under isthe ~~qualified~~DIP inFacility ~~its~~will ~~entirety~~convert ~~by reference~~ to ~~the~~loans ~~full~~under ~~text of~~ the ~~DIP~~Priority Exit Facility,. aAccrued ~~copy~~interest ofand ~~which~~other isobligations ~~filed~~under asthe ~~Exhibit~~DIP ~~10.1~~Facility towill ~~this~~be ~~Current~~paid ~~Report~~in onfull ~~Form 8-K and~~in iscash ~~incorporated~~on bythe ~~reference~~Effective ~~in this Item 1~~Date.~~01.~~

•

On the Effective Date, each holder of an Allowed Existing Loan Claim shall receive its pro rata share of (i) commitments under the New Term Loan Facility; and (ii) 100% of New Common Equity, subject to dilution by the Management Incentive Plan and the New Common Equity Warrants.

•

Except to the extent previously paid during the Chapter 11 Cases or such holder agrees to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive from each relevant Debtor, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each such claim, (i) payment equal to the allowed amount of such claim, in cash, as and when such claim becomes due and payable in the ordinary course of the applicable Debtor’s business or in accordance with applicable court order (plus any interest accrued after the Petition Date with respect to such claim to the extent required by law to render such claim unimpaired, as determined by the Debtors or ordered by the Bankruptcy Court), or (ii) such other treatment that renders such holder unimpaired.

•

All Existing Equity Interests will be cancelled, released, and extinguished as of the Effective Date, and holders of Existing Equity Interests shall not receive or retain any property under the Plan on account of such Existing Equity Interests. Notwithstanding the foregoing, each holder of Existing Equity Interests that (i) is a beneficial holder of INAP’s common stock as of the Effective Date and (ii) has executed an Existing Equity Release in accordance with the Existing Equity Notice Materials will, on or after the Effective Date, receive its pro rata share of the New Common Equity Warrants, which shall come from amounts that holders of Existing Term Loan Claims would otherwise be entitled to receive under the Plan.

~~Item~~Capital ~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Structure

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~Plan, as of the Effective Date INAP will be converted into a Delaware limited liability company (“Internap Holding LLC”) and will issue common units to certain holders of claims against and interests in ~~Item~~the 1Company, and INAP’s shares of existing common stock outstanding immediately prior to the Effective Date will be cancelled.01 ~~above~~As isof ~~incorporated~~May by4, ~~reference~~2020, ~~into~~there ~~this~~were ~~Item~~approximately 225,648,870 shares of INAP’s existing common stock outstanding.~~03.~~

~~Item~~Post ~~3.01~~Emergence ~~Notice~~Governance ofand ~~Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.~~Management

OnEffective ~~March~~as ~~17,~~of ~~2020, INAP received a letter (~~the ~~“Nasdaq~~Effective ~~Letter”)~~Date, ~~from~~ the ~~staff~~term of ~~the~~any ~~Nasdaq Listing~~current ~~Qualifications~~members ~~Department~~of (the ~~“Staff”)~~board ~~notifying~~of ~~INAP~~directors ~~that, as a result~~ of ~~the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1,~~ INAP’s ~~common stock (the “Common Stock”)~~ will beconclude. ~~delisted from~~ The ~~Nasdaq~~board ~~Stock Market (“Nasdaq”). The Nasdaq Letter stated that the Staff’s determination was based on: (i) the filing~~ of ~~the~~directors ~~Chapter 11 Cases and associated public interest concerns raised by such Chapter 11 Cases; (ii) concerns regarding the residual equity interest~~ of ~~the~~Internap ~~existing listed~~Holding ~~securities~~LLC ~~holders;~~will ~~and~~initially ~~(iii)~~consist ~~concerns about INAP’s ability to sustain compliance with all requirements~~ of ~~continued listing on Nasdaq~~seven directors.

~~Based~~Releases ~~on the Nasdaq Letter, unless INAP requests an appeal of this determination to a Nasdaq Hearings Panel, trading of the Common Stock will be suspended at the opening of business on March 26, 2020,~~ and ~~a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Common Stock from listing and registration on Nasdaq.~~Exculpations

~~INAP~~The ~~does~~Plan ~~not~~provides ~~intend~~releases ~~to appeal Nasdaq’s determination~~ and, ~~therefore,~~exculpations itfor ~~is expected that~~ the ~~Common~~benefit ~~Stock~~of ~~will~~the beCompany, ~~delisted. The~~certain ~~transition~~of ~~does not affect~~ the Company’s ~~operations~~claimholders, ~~and~~other ~~does~~parties ~~not~~in ~~change~~interest ~~reporting~~and ~~requirements~~various ~~under~~parties ~~SEC~~related ~~rules. Upon delisting~~thereto, ~~INAP~~each ~~expects~~in ~~that~~their ~~its~~capacity as ~~Common~~such, ~~Stock~~from ~~will~~various beclaims ~~quoted~~and oncauses ~~the~~of ~~OTC~~action, ~~under~~as ~~the~~further ~~symbol~~set ~~“INAP”~~forth onin ~~March~~Article ~~26,~~VIII ~~2020~~of the Plan.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Securities and Exchange Commission on May 7, 2020.

Item 8.01 Other Events.

Trading in INAP’s Securities

INAP cautions that trading in INAP’s securities (including, without limitation, ~~the~~its ~~Common~~common ~~Stock~~stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for INAP’s securities may bear little or no relationship to the actual recovery, if any, by holders of INAP’s securities in the Chapter 11 Cases. INAP expects that its equity holders will experience a ~~significant or~~ complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Forward-Looking Statements

Certain statements in this Form 8-K contain “"forward-looking statements”" within the meaning of the Private Securities Litigation Reform Act of 1995. ~~Forward-looking~~ statements include statements regarding the Company’s ability to obtain approval by the Bankruptcy Court of the Plan or any other plan of reorganization, including the treatment of the claims of the Company’s lenders, vendors, trade creditors and equity holders, among others under the Plan; the Company’s ability to obtain approval with respect to motions in the Chapter 11 Cases and the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the length of time the Company will operate under the Chapter 11 Cases and the continued availability of operating capital during the pendency of the Chapter 11 Cases or difficulty in forecasting the liquidity requirements of the operations of the Company’s business; the potential adverse effects of the Chapter 11 Cases on the Company’s business, liquidity, results of operations or business prospects; the unpredictability of the Company’s financial results while in Chapter 11 proceedings; the ability to execute the Company’s business and restructuring plan, including the Company’s ability to continue to serve customers, suppliers and other business partners; increased legal and advisor costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; the risk that the Chapter 11 Cases may be converted to cases under Chapter 7 of the Bankruptcy Code; the risks related to the delisting of INAP’s Common Stock from Nasdaq and whether any market will develop for the trading of Common Stock whether on the OTC or otherwise; the covenants and terms and conditions contained by the DIP Facility being subject to multiple conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control and any statements or assumptions underlying any of the foregoing. These statements are often identified by words such as “"may,”" “"will,”" “"seeks,”" “"anticipates,~~” “~~" "believes,”" “"estimates,”" “"expects,”" “"projects,”" “"forecasts,”" “"plans,”" “"intends,”" “"continue,~~” “~~" "could”" or “"should,”" that an “"opportunity”" exists, that the Company is “"positioned”" for a particular result, statements regarding the Company’s vision or similar expressions or variations. These statements are based on the beliefs and expectations of the Company’s management team based on information available at the time such statements are made. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements.

Therefore, actual future results and trends may differ materially from what is forecast in such forward-looking statements due to a variety of factors. These risks and other important factors discussed under the caption "Risk Factors" in the Company’s most recent Annual Report on Form 10-K filed with the SEC and the Company’s other reports filed with the SEC could cause actual results to differ materially from those expressed or implied by forward-looking statements made in this Form 8-K.

Therefore, actual future results and trends may differ materially from what is forecast in such forward-looking statements due to a variety of factors, including, without limitation: the decisions of the Bankruptcy Court; negotiations with the Company’s lenders, creditors and equity holders; the Company’s ability to meet the requirements, and compliance with the terms, including various covenants, of the DIP Facility and any other financial arrangement during the pendency of the Chapter 11 Cases; changes in the Company’s cash needs as compared to its historical operations or its planned reductions in operating expense; adverse litigation; changes in domestic and international demand for the Company’s products; the Company’s ability to control operating costs and other expenses; that general economic conditions, including as a result of the outbreak of COVID-19, may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting the Company’s current business operations.

These risks and other important factors discussed under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and the Company’s other reports filed with the SEC could cause actual results to differ materially from those expressed or implied by forward-looking statements made in this Form 8-K.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

102.1 ~~Senior~~First ~~Secured~~Amended ~~Super-Priority~~Joint ~~Debtor-In-Possession~~Prepackaged ~~Credit~~Chapter ~~Agreement~~11 ~~dated~~Plan as of ~~March~~Reorganization ~~19,~~of ~~2020 among~~ Internap Corporation, ~~the~~and ~~guarantors~~its ~~party~~Affiliated ~~thereto,~~Debtors ~~Jefferies Finance LLC as administrative agent~~ and ~~collateral~~Debtors ~~agent~~in ~~and~~Possession, ~~the~~dated ~~lenders~~April ~~party~~22, ~~thereto~~2020.

99.1	Findings of Fact, Conclusions of Law, and Order (i) Approving Disclosure Statement, (ii) Confirming First Amended Joint Prepackaged Chapter 11 Plan of Internap Corporation and Its Affiliated Debtors and Debtors in Possession and (iii) Granting Related Relief, dated May 5, 2020.

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.

	INTERNAP CORPORATION
Date: March 19, 2020	By:	/s/ Michael T. Sicoli
Date: May 8, 2020	By	/s/ Michael T. Sicoli
		Michael T. Sicoli
		President, Chief Financial Officer

Filing Compare · Internap Corp