Rimini Street, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rimini Street, Inc. on July 21, 2021, covering events occurring on July 20 and July 21, 2021. The filing details a significant capital restructuring involving new commercial bank financing and the redemption of preferred equity.
Key Financial Metrics and Transactions
- Financing: The Company completed a $90 million commercial bank financing.
- Debt Restructuring: Entered into Amendment No. 1 to its Credit Agreement dated July 2, 2021, adding Fifth Third Bank, National Association as a new lender.
- Equity Redemption: Fully redeemed all remaining shares of 13.00% Series A Redeemable Convertible Preferred Stock.
- Redemption Cost: The aggregate redemption price for the Preferred Stock was approximately $88.4 million.
- Liability Termination: Obligations related to secured convertible notes issued in connection with the Preferred Stock terminated upon redemption.
Material Changes
The primary material change is the elimination of the Company's outstanding Preferred Stock and the associated secured convertible notes. This was funded by the proceeds from the new $90 million credit facility, altering the Company's capital structure by replacing high-cost preferred equity obligations with commercial bank debt.
Outlook, Risks, and Management Commentary
Management highlighted the completion of the financing and the full redemption of the Series A Preferred Stock in a press release issued on July 21, 2021. The filing notes that the representations and warranties in the amended Credit Agreement were made solely for the benefit of the parties to that agreement and may not reflect matters of fact generally applicable to investors. No specific forward-looking guidance or risk factors beyond standard contractual disclaimers were detailed in this specific 8-K text.
Investor Verification Checklist
- Verify the full terms of Amendment No. 1 to the Credit Agreement (Exhibit 10.1) to understand covenants and interest rates.
- Confirm the exact date of the Preferred Stock redemption and the final cash outflow of $88.4 million.
- Review the press release (Exhibit 99.1) for additional context on the strategic rationale for the refinancing.
- Check subsequent filings to confirm the impact of the new debt on the Company's liquidity and leverage ratios.