Item 1.01 Entry into a Material Definitive Agreement.
Additional Financing
On
Voting and Support Agreement
In connection with the Sixth Amendment, on
The Company further agreed, pursuant to the Voting and Support Agreement, to (i)
permanently reduce a portion of its revolving commitments in an amount equal to
Board of Directors
In connection with the execution of the Sixth Amendment, the Company agreed to implement certain changes to the composition and size of the board of directors.
Waiver to Tax Receivable Agreement
In connection with the Company's entry into the Voting and Support Agreement,
Redwood permanently waived the "Early Termination Payment" by the Company (or an
affiliate) to Redwood that could have resulted from a provision in that certain
Tax Receivable Agreement dated as of
Additionally, under the Voting and Support Agreement, the Company and Redwood agreed, in connection with the consummation of a Transaction, to (a) terminate the TRA upon the consummation of a Transaction and (b) waive all claims under the TRA with such waiver being effective upon the consummation of such Transaction.
Consent and Waivers to the Stockholders Agreement
Seaport and Redwood are parties to that certain Stockholders Agreement, dated
Warrant Agreement
As a further condition to the effectiveness of the Sixth Amendment (as defined
below), the Company has agreed to issue HPS and certain affiliates warrants with
an exercise price of
The foregoing descriptions of the Voting and Support Agreement, the Waiver to Tax Receivable Agreement, the Consent and Waivers of the Stockholders Agreement and the Warrant Agreement discussed herein do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The foregoing descriptions of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 1.01 with respect to the Consent and Waivers of the Stockholders Agreement is incorporated herein by reference.
Item 7.01 Regulation FD
The Company is filing on a concurrent basis its Annual Report on Form 10-K for
the fiscal year ended
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this form may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include statements regarding the Company's current expectations
regarding the transaction described in this Form 8-K, actions relating to
exploration of strategic alternatives, and hopes, beliefs, intentions or
strategies regarding future events or future results. Forward-looking statements
are not guarantees of future actions, results, performance or events, which may
vary materially from those expressed or implied in such statements. Differences
may result from actions taken by the Company or its management, as well as from
risks and uncertainties beyond their control. Such risks and uncertainties
include, but are not limited to, the impact of the novel coronavirus and the
response to it by Redbox, consumers, and the industry; changes adversely
affecting the business in which Redbox is engaged; results and timing of
Redbox's exploration of strategic alternatives with respect to our corporate or
capital structure; fluctuations in Redbox's revenue and operating results;
unfavorable conditions or further disruptions in the capital and credit markets
and Redbox's ability to obtain additional capital on commercially reasonable
terms; Redbox's ability to generate cash, service indebtedness and incur
additional indebtedness; substantial doubt about Redbox's ability to continue as
a going concern; the risks associated with demand for Redbox's services and
vulnerability to industry downturns and regional or national downturns; the
ability to maintain the listing of our Class A common stock and Public Warrants
on Nasdaq; our success in retaining or recruiting, or changes required in, our
officers, key employees or directors; the risks associated with cyclical demand
for Redbox's services and vulnerability to industry downturns and regional or
national downturns; competition from existing and new competitors; Redbox's
ability to integrate any businesses it acquires; Redbox's dependence upon third
parties to provide certain content and services; intellectual property,
information technology and privacy requirements that may subject Redbox to
unanticipated liabilities; and general economic or political conditions. The
foregoing list of risks and uncertainties is illustrative but by no means
exhaustive. For more information on factors that may affect Redbox, please
review the "Risk Factors" and other disclosures described in Redbox's (and
previously Seaport Global Acquisition's) public reports filed with the
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description Incremental Assumption And Amendment Agreement No. 6, dated as of 10.1April 15, 2022 , by and amongRedwood Intermediate, LLC ,Redbox Automated Retail, LLC ,Redbox Incentives LLC ,HPS Investment Partners, LLC , and each of the Lenders party thereto. Voting and Support Agreement, dated as ofApril 15, 2022 , by and 10.2 among the Issuer,AP VIII Aspen Holdings, L.P. ,Redwood Holdco, LP , andSeaport Global SPAC, LLC . Waiver Under Tax Receivable Agreement, datedApril 15, 2022 , by 10.3 and amongRedbox Entertainment Inc. ,Redwood Holdco, LP , and RedwoodIntermediate, LLC , aDelaware limited liability company. Omnibus Written Consent, dated as ofApril 15, 2022 , of the 10.4Members And General Partner Of Redwood Holdco LP , the Sole Member ofRedwood Holdco GP, LLC , theMembers Of Redwood Intermediate, LLC , and the Stockholders ofRedbox Entertainment, Inc party thereto. 10.5 Warrant Agreement, dated as ofApril 16, 2022 , by and betweenRedbox Entertainment Inc. and HPS Lenders party thereto.
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