GLOBAL EAGLE ENTERTAINMENT INC. Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, on
First Lien Amendment
The First Lien Amendment modified the Credit Agreement, including, with respect to the following terms:
• The deadline for delivery of audited consolidated annual financial
statements of the Company for the fiscal year ended December 31, 2019 has
been extended from April 16, 2020 until May 14, 2020 (as such deadline
may be extended from time to time by an order of the U.S. Securities
Exchange Commission ), and a "going concern" qualification will be
permitted.
• The deadline for delivery of unaudited consolidated quarterly financial
statements of the Company for fiscal quarter ended March 31, 2020 has
been extended from the date that is 45 days after the end of such fiscal
quarter until June 29, 2020 (as such deadline may be extended from time
to time by an order of the U.S. Securities Exchange Commission ).
• The deadline for delivery of a consolidated budget for fiscal year 2020
in respect of such fiscal year has been extended from 120 days after the
end of the 2019 fiscal year until June 1, 2020 .
• The Company will not be required to comply with the maximum consolidated
first lien net leverage ratio for the test period ended on March 31,
2020 .
In addition, pursuant to the First Lien Amendment, the Lenders consented to the Second Lien Amendment and to the transactions contemplated thereby. The First Lien Amendment was conditioned upon the Company being current on all interest on the loans that was due and payable immediately prior to giving effect to the First Lien Amendment.
The First Lien Amendment includes the following additional covenants with respect to the Company:
• The Company has agreed to furnish to advisors of the Lenders (on a
"professional eyes only" basis) a rolling thirteen-week budget cash flow
forecast on a consolidated basis for the Company and its subsidiaries,
and a material variance report for the prior week as compared to the
. . .
Item 2.02 Results of Operations and Financial Condition.
The Company has announced that its cash and cash equivalents were
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
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Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or
until
The Letter has no immediate effect on the continued listing status of the
Company's common stock, par value
There can be no assurance that the Company will regain compliance with the MVLS
Rule during the 180-day period in which to regain compliance or maintain
compliance with the other Nasdaq listing requirements. Regardless of any outcome
in connection with the MVLS Rule, as previously disclosed, if the Company fails
to regain compliance with the minimum bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) for at least ten consecutive business days prior to
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Certificate of Amendment effects a 1-for-25 reverse stock split of the
Company's Common Stock, in which each twenty-five (25) shares of Common Stock
issued and outstanding as of
No fractional shares of Common Stock will be issued in connection with the
reverse stock split. Instead, the Company will pay cash to any stockholder
holding fractional shares as a result of the reverse stock split equal to such
fraction multiplied by the closing price per share of Common Stock on The Nasdaq
Capital Market as of
This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
The Company expects that the reverse stock split-adjusted shares of its Common
Stock will begin trading on The Nasdaq Capital Market at the open of the market
on
Item 7.01 Regulation FD Disclosure.
In connection with the discussions regarding the First Lien Amendment, the Company furnished to the lenders party thereto a management presentation and certain other information regarding the Company (the "Disclosure Information"), a copy of which is furnished hereto as Exhibit 99.1 and incorporated herein by reference. Statements made and information included in the Disclosure Information are made as of the date of such Disclosure Information and not as of the date hereof.
Subsequent to the date on which the Disclosure Information was provided to the lenders, the Company's views on some of the matters set forth therein may have changed. As such, the Company's future public filings may contain information that updates or supersedes some of the information contained in the Disclosure Information; however, the Company is under no obligation to update such Disclosure Information for the date hereof or any future date.
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The information contained in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to Second Amended and Restated
Certificate of Incorporation of Global Eagle Entertainment Inc. ,
filed April 15, 2020 .
10.1 Tenth Amendment to Credit Agreement, dated as of April 15,
2020 , by and among Global Eagle Entertainment Inc. , the
guarantors party thereto, the lenders party thereto, and
Citibank, N.A ., as administrative agent.
10.2 Third Amendment to Securities Purchase Agreement, dated as of
April 15, 2020 , by and among Global Eagle Entertainment. Inc. ,
the guarantors party thereto, and each purchaser party thereto.
99.1 Disclosure Information.
99.2 Press Release, dated as of April 15, 2020 .
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