Item 1.01 Entry into a Material Definitive Agreement.
On
The Eleventh Amendment modified the Credit Agreement, including, with respect to the following terms:
• The timing of an occurrence of an event of default as a result of a failure
to pay interest on any loan due onJuly 9, 2020 has been extended from five business days after such date untilAugust 1, 2020 .
• The lenders have agreed to waive until
default arising under the Credit Agreement as a result of any failure to timely pay interest on any loan due onJuly 9, 2020 .
• In connection with the Eleventh Amendment, the Company agreed that so long as
such interest remains unpaid, all loans outstanding under the Credit Agreement will accrue interest at the default rate (with any such default interest being payable no earlier thanAugust 1, 2020 ).
The Eleventh Amendment was conditioned upon the Company's payment of an amendment fee (the "Amendment Fee") to the consenting lenders equal to 2.0% of the aggregate outstanding principal amount of Term B Loans held by such consenting lender on the date of the Eleventh Amendment, with such fee being payable in kind by adding the Amendment Fee to the outstanding principal amount of the Term B Loans held by such consenting lender (with such portion of the Amendment Fee thereafter being treated as outstanding principal of Term B Loans for all purposes under the Credit Agreement), and payment of related advisor costs and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-BalanceSheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference herein.
Item 2.04 Triggering Events That Accelerate of Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The payment of the Amendment Fee described under Item 1.01 above pursuant to the Eleventh Amendment increased the aggregate amount of the Company's obligations under the Credit Agreement. The information set forth under Item 1.01 above is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
A copy of the press release discussing the Company's pursuit of various strategic alternatives with certain lenders under the Credit Agreement to address its liquidity and capital structure is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
As disclosed in the Company's Quarterly Report on Form 10-Q for the quarter
ended
Item 8.01 Other Events.
Election Not to Make Interest Payment under Senior Credit Agreement
On
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Cautionary Note Regarding Forward-Looking Statements
In this Current Report on Form 8-K, we make "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available to us as of the date hereof and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of other factors, including the risks and uncertainties set forth in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.
The forward-looking statements herein speak only as of the date the statements are made (which is the date of this Current Report on Form 8-K). Investors should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Eleventh Amendment to Credit Agreement, dated as ofJuly 9, 2020 , by and amongGlobal Eagle Entertainment Inc. , the guarantors party thereto, the lenders party thereto, andCitibank, N.A ., as administrative agent. 99.1 Press Release, dated as ofJuly 10, 2020
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