Business Context and Reporting Period
Rimini Street, Inc. filed this Form 8-K on December 7, 2017, reporting the entry into a material definitive agreement. The filing relates to a Preemptive Rights Agreement executed on December 7, 2017, between the Company, funds affiliated with Adams Street Partners, LLC ("Adams Street Holders"), and entities affiliated with GPIC, Ltd ("GP Holders"). This agreement was contemplated as part of the closing of the Company's merger into GP Investments Acquisition Corp.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change is the execution of the Preemptive Rights Agreement. Under this agreement, the Company granted Major Holders (those owning at least 5% of issued and outstanding common stock) a right of first refusal to purchase securities in future issuances of capital stock, debt, or convertible securities. This right is proportional to the Major Holder's pro rata ownership percentage immediately prior to the issuance, subject to certain exceptions.
Guidance, Outlook, and Risks
Management Commentary and Related Parties: The filing discloses that one director, Robin Murray, is affiliated with the Adams Street Holders, while two directors, Antonio Bonchristiano and Andrew Fleiss, are affiliated with the GP Holders.
Termination Conditions: The Preemptive Rights Agreement will terminate upon the earliest of the following events:
- Acquisition of the Company by another entity (excluding capital raising stock sales) where pre-transaction holders do not retain more than 50% of total voting power.
- Sale, lease, or conveyance of all or substantially all of the Company's assets or intellectual property.
- The date upon which there are no Major Holders.
- The fifth anniversary of the agreement date (December 7, 2022).
Risks and Contingencies: The filing notes that the description of the agreement is not complete and is subject to the full text of the agreement attached as Exhibit 4.1.
Investor Verification Checklist
- Verify the full text of the Preemptive Rights Agreement in Exhibit 4.1 to understand specific exceptions to the right of first refusal.
- Confirm the current ownership percentages of Adams Street Partners and GPIC, Ltd to determine their status as Major Holders.
- Review the status of the merger into GP Investments Acquisition Corp. to understand the context of this agreement.
- Monitor future capital raising activities to assess the impact of the right of first refusal on dilution and capital structure.