Rimini Street, Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on January 6, 2021, covering events occurring on January 5, 2021. Rimini Street, Inc. (RMNI) reported the entry into a material definitive agreement to repurchase its own preferred stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Repurchase of 13.00% Series A Redeemable Convertible Preferred Stock.
- Shares Repurchased: 10,000 shares.
- Counterparty: Kingstown Partners II, L.P. and affiliated funds (collectively, "Kingstown Sellers").
- Purchase Price: Approximately $8.95 million.
- Discount: The purchase price represented a 10% discount to the face value of the shares.
- Dividend Adjustment: No make-whole dividend adjustment was included or required.
- Historical Context: Since October 30, 2020, the Company has purchased and retired a total of 15,000 shares of Series A Preferred Stock for an aggregate price of approximately $13.5 million.
The filing text does not provide specific values for revenue, operating profit, cash flow, margins, or total debt liquidity metrics for the reporting period.
Material Changes and Status
Upon closing, the 10,000 shares of Series A Preferred Stock were retired and are not eligible for re-issuance. This transaction reduces the Company's outstanding preferred equity obligations.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclaimers regarding the Stock Purchase Agreement. The agreement includes customary representations, warranties, and covenants.
Key Facts for Investor Verification
- Verify the total outstanding balance of the 13.00% Series A Redeemable Convertible Preferred Stock following this retirement.
- Confirm the impact of the $8.95 million cash outflow on the Company's current liquidity position.
- Review the full text of the Stock Purchase Agreement (Exhibit 10.1) for specific covenants or conditions.
- Assess the cumulative effect of the $13.5 million in preferred stock repurchases since late October 2020 on the Company's capital structure.