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GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Other Events

GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Other Events

Item 8.01 Other Events.

Recent Acquisition Activity

In May2017, GTT Communications,Inc., a Delaware corporation (the
Company), entered into a non-binding letter of intent with a
possible acquisition candidate in the telecommunications sector
for a proposed purchase price of approximately $39.5 million,
subject to adjustments for working capital and undisclosed
liabilities. If consummated, the Company expects that the
proposed purchase price would reflect a multiple of estimated
post-synergy Adjusted EBITDA of 5.0x or lower. If the Company
consummates this proposed acquisition, the Company expects to
fund the purchase price with cash on hand. In May2017, Company
entered into another non-binding letter of intent with a possible
acquisition candidate in the telecommunications sector for a
proposed purchase price of approximately $155 million, subject to
adjustments for working capital and undisclosed liabilities. If
consummated, the Company expects that the proposed purchase price
would reflect a multiple of estimated post-synergy Adjusted
EBITDA of 5.0x or lower. If the Company consummates this proposed
acquisition, the Company expects to fund approximately $100
million of the purchase price with cash on hand and the remainder
with shares of its common stock. The proposed acquisitions
referred to in this paragraph are referred to as the Proposed
Acquisitions. Consummation of each of the Proposed Acquisitions
is subject to various conditions, including completion of the
Companys due diligence review and execution of a definitive
purchase agreement. There can be no assurances that the Company
will close either of the Proposed Acquisitions on the terms
described above or at all.

Notes Offering

On May24, 2017, the Company announced that it intends to offer,
subject to market conditions, $150 million aggregate principal
amount of its 7.875% senior notes due 2024 (the Notes) in a
private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act). If issued, the Notes will be treated as a single
series with the Companys $300 million aggregate principal amount
of 7.875% senior notes due 2024 that it issued on December22,
2016.

The Company intends to use the net proceeds from the offering for
general corporate purposes, including, if the Proposed
Acquisitions are consummated, funding the cash consideration for
such Proposed Acquisitions, and, if such Proposed Acquisitions
are not consummated, working capital, repayment of indebtedness
under the Companys credit facilities, capital expenditures and
the financing of other future acquisitions.

The Notes will be offered only to qualified institutional buyers
to Rule144A under the Securities Act and to non-U.S. buyers in
accordance with Regulation S under the Securities Act. The Notes
have not been and are not expected to be registered under the
Securities Act or under any state securities laws and, unless so
registered, may not be offered or sold in the United States or to
U.S. persons except to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws. This 8-K does not
constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

Managements Discussion and Analysis of Financial
Condition and Results of Operations of Hibernia

A copy of the Managements Discussion and Analysis of Financial
Condition and Results of Operations of Hibernia NGS Limited for
the years ended December31, 2014, 2015 and 2016 is attached
hereto as Exhibit99.1 and incorporated herein by reference.

The disclosure above and the exhibits hereto contain certain
forward-looking statements within the meaning of Section27A of
the Securities Act and Section21E of the Securities Exchange
Act of 1934, as amended, including those regarding the proposed
offering and the Proposed Acquisitions, the anticipated use of
proceeds of the offering and expectations regarding the size
and timing of the offering. There can be no assurance that the
offering or the Proposed Acquisitions will be consummated.
Actual events or results may differ materially from those in
the forward-looking statements as a result of various important
factors, including those described in the Companys filings with
the Securities and Exchange Commission. Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, such statements should not be
regarded as a representation by the Company, or any other
person, that such forward-looking statements will be achieved.
The business and operations of the Company are subject to
substantial risks which increase the uncertainty inherent in
forward-looking statements. The Company undertakes no duty to
update any of the forward-looking statements, whether as a
result of new information, future events or otherwise. In light
of the foregoing, readers are cautioned not to place undue
reliance on such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

99.1

Managements Discussion and Analysis of Financial
Condition and Results of Operations of Hibernia NGS
Limited for the years ended December31, 2014, 2015 and
2016.

About GTT COMMUNICATIONS, INC. (NYSE:GTT)
GTT Communications, Inc. provides cloud networking services to a range of clients. The Company offers a portfolio of global communications services, wide area network (WAN) services; Internet services; managed network and security services, and voice and unified communication services. It provides Layer 2 (Ethernet) and Layer 3 (multiprotocol label switching (MPLS)) WAN solutions for multinational clients. It offers customers with high-bandwidth global Internet connectivity and Internet protocol (IP) transit with availability and packet delivery. The Company offers managed network services, including managed equipment, managed security services and managed remote access. Its Session Initiation Protocol (SIP) Trunking service is an enterprise-built unified communications offering that integrates voice, video and chat onto a single IP connection. As of December 31, 2016, it had provided services to multinational enterprises, carriers and government customers in over 100 countries. GTT COMMUNICATIONS, INC. (NYSE:GTT) Recent Trading Information
GTT COMMUNICATIONS, INC. (NYSE:GTT) closed its last trading session up +0.15 at 29.00 with 158,269 shares trading hands.

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