SEC Filing Summary: GP Investments Acquisition Corp. (8-K)
Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. ("GPIAC"), a Cayman Islands exempted company and emerging growth company. The report covers events occurring on June 28, 2017, and June 30, 2017. The filing details the progress of a proposed merger between GPIAC and Rimini Street, Inc., a Nevada corporation.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or margins for either GPIAC or Rimini Street. However, it references specific financial terms within the Merger Agreement:
- Cash Condition: The closing condition requires a minimum of $50,000,000 of GPIAC available cash.
- Deferred Commissions: The $50,000,000 cash requirement now includes $6,037,500 designated for deferred underwriting commissions.
- Capitalization: The agreement was updated to reflect the number of public shares redeemed by GPIAC on May 25, 2017.
Material Changes and Events
Two primary events are reported in this filing:
- Amendment to Merger Agreement: On June 30, 2017, the parties entered into Amendment No. 1 to the Merger Agreement dated May 16, 2017. Key changes include:
- Amended provisions regarding cash payments to former Rimini Street employees and service providers holding unexercised options.
- Updated GPIAC capitalization to reflect share redemptions.
- Clarified that the $50 million cash condition includes the $6,037,500 deferred underwriting commission amount.
- Deleted the requirement for GPIAC to adopt an employee stock purchase plan.
- Regulatory Clearance: On June 28, 2017, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). This satisfies a material closing condition for the merger.
Outlook, Risks, and Contingencies
The filing contains extensive forward-looking statements regarding the proposed transaction. Management notes that actual results may differ materially due to various risks, including:
- Failure to obtain necessary shareholder approval for the transaction or for extending the date by which GPIAC must consummate a business combination.
- Changes in the business environment, including inflation, interest rates, and regulatory conditions.
- Adverse litigation developments and the inability to refinance existing debt on favorable terms.
- Difficulties in managing growth profitably or integrating the businesses of GPIAC and Rimini Street.
- Loss of key management personnel.
The parties expect to file a registration statement on Form S-4 containing a joint proxy statement/prospectus, which will provide further details on the transaction.
Key Facts for Investor Verification
- Merger Status: The HSR waiting period has been terminated, removing a key regulatory hurdle.
- Cash Threshold: Verify that GPIAC maintains at least $50,000,000 in available cash, inclusive of the $6,037,500 deferred underwriting commission.
- Shareholder Approval: The transaction remains contingent upon approval by the stockholders of both GPIAC and Rimini Street.
- Documentation: Investors are urged to review the upcoming joint proxy statement/prospectus (Form S-4) for complete terms and risk factors.
- Amendment Details: Review Exhibit 2.1 for the full text of Amendment No. 1 regarding employee option payments and capitalization updates.