ITEM 1.01. Entry into a Material Definitive Agreement
Membership Interest Purchase Agreement
On
Credit Agreement
On
Structure. The Agreement provides for a senior secured five-year loan in the
initial principal amount of
Interest Rates and Payments. Pursuant to the Credit Agreement, the loan bears interest at six percent (6%) payment-in-kind interest ("PIK Interest") which will be added to the outstanding principal balance. The Credit Agreement provides for no amortization for the first 18 months and 10% thereafter. Amortization is payable in equal quarterly installments on the principal balance after adding the PIK Interest with a bullet payment due at maturity.
Optional Prepayments. The loan under the Credit Agreement may be prepaid in
minimum amounts
Guarantors. The loan is guaranteed by Bright Mountain and certain of its domestic subsidiaries of which became party to a Guarantee Agreement dated as of the Effective Date and each domestic subsidiary that, subsequent to the Effective Date, becomes a subsidiary.
Restrictive Covenants and Other Matters. The Credit Agreement contains negative covenants that, subject to certain exceptions, limits the ability of Bright Mountain and its subsidiaries to, among other things, incur debt, engage in new lines of business, incur liens, engage in mergers, consolidations, liquidations and dissolutions, dispose of assets of Bright Mountain and its subsidiaries, make investments, loans, advances, guarantees and acquisitions.
Equity Raises. Any equity raise up to
Events of Default. The Credit Agreement contains events of default that are customary for a facility of this nature, including (subject in certain cases to grace or cure periods) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to other material indebtedness, guarantees ceasing to be in full force or effect, bankruptcy or insolvency events, material judgments. If an event of default occurs, the maturity of the amounts owed may be accelerated.
This summary does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and Credit Agreement which are attached hereto as Exhibits 10.1 and 10.2. Interested parties should read these documents in their entirety.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above regarding the Credit Agreement is hereby incorporated by reference into this Item 2.03.
ITEM 3.02 Unregistered Sales of
As set forth in Item 2.01 of this report, Bright Mountain agreed to issue 2,500,000 shares of its restricted common stock pursuant to the terms of the Purchase Agreement. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on an exemption provided by Section 4(a)(2).
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filings of the Company.
ITEM 8.01. Other Events.
Information about Wild Sky Media
Headquartered in
Wild Sky Media reported unaudited revenues of
ITEM 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The annual audited financial statements of
(b) Pro forma financial information.
The required pro forma financial information required by Rule 8-05 of Regulation S-X will be provided under an amendment to this report within the time required pursuant to Item 9.01(c) of Form 8-K.
(c) Exhibits EXHIBIT NO. DESCRIPTION 10.1 Membership Interest Purchase Agreement datedJune 5 . 2020 betweenCentre Lane Partners Master Credit Fund II, L.P. andBright Mountain Media, Inc. 10.2 Credit Agreement, dated as ofJune 5 . 2020, by and among CL MediaHoldings, LLC , as the borrower, the financial institutions thereto andCentre Lane Partners Master Fund II, L.P. as Agent 99.1 Press Release datedJune 8, 2020 .
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