Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. (GPIAC), a Cayman Islands exempted company, on September 26, 2017. The filing reports on the results of an extraordinary general meeting of shareholders held on the same date. GPIAC is an emerging growth company engaged in a proposed business combination with Rimini Street, Inc.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either GPIAC or Rimini Street. The document focuses exclusively on corporate governance actions and shareholder voting results.
Material Changes and Voting Results
Shareholders voted on a "Special Adjournment Proposal" to postpone the extraordinary general meeting to October 6, 2017. The adjournment was requested to provide updates on:
- Discussions regarding proposed modifications to Rimini Street's term loan financing agreement with a syndicate of lenders.
- The level of indications received from GPIAC shareholders electing to redeem their shares.
Voting Statistics:
- Shares Represented: 18,430,413 ordinary shares (92.11% of shares outstanding).
- Votes For: 18,430,413
- Votes Against: 0
- Abstentions: 0
The proposal was approved by a simple majority of shares attending the meeting.
Outlook, Risks, and Management Commentary
Management indicated that the adjournment is necessary to address financing modifications and redemption levels. The filing includes extensive forward-looking statements regarding the proposed transaction between GPIAC and Rimini Street. Key risks and contingencies identified include:
- Changes in the business environment, including inflation, interest rates, and regulatory conditions.
- Adverse litigation developments.
- Rimini Street's existing indebtedness and covenants within its Credit Facility.
- Inability to refinance existing debt on favorable terms.
- Failure to obtain required regulatory approvals or shareholder approvals for the transaction.
- Delays in consummating the transaction or integrating the businesses.
- Uncertainty regarding the long-term value of GPIAC common stock.
Important Facts for Investor Verification
- Verify the outcome of the adjourned meeting scheduled for October 6, 2017, specifically regarding the status of Rimini Street's term loan financing modifications.
- Review the definitive joint proxy statement/prospectus (File No. 333-219101) for detailed terms of the proposed business combination.
- Monitor the level of shareholder redemptions, as this impacts the capital structure and feasibility of the transaction.
- Assess Rimini Street's ability to meet debt covenants and refinance obligations as highlighted in the risk factors.