Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. (GPIAC) on October 4, 2017, regarding a proposed business combination with Rimini Street, Inc. GPIAC is a Cayman Islands exempted company and an emerging growth company. The filing serves as a supplement to the Definitive Joint Proxy Statement/Prospectus dated September 8, 2017, providing updated information to shareholders of GPIAC and stockholders of Rimini Street.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt balances, or liquidity ratios. The document focuses on the amendment of financing agreements rather than reporting period financial performance.
Material Changes
The primary material change reported is the execution of the "Sixth Amendment" dated October 3, 2017, to the financing agreement between Rimini Street and its lenders (administered by Cortland Capital Market Services LLC and CB Agent Services LLC). This amendment modifies the Credit Facility originally dated June 24, 2016. Concurrently, Rimini Street entered into three additional agreements:
- An Amended and Restated Commitment Fee Letter with CB Agent Services LLC.
- Amendment No. 2 to the Consulting Agreement with CB Agent Services LLC.
- A Third Amended and Restated Fee Letter with CB Agent Services LLC.
Guidance, Outlook, Risks, and Contingencies
The filing contains forward-looking statements regarding the proposed transaction between GPIAC and Rimini Street. Management notes that actual results may differ materially due to various risks, including:
- Changes in the business environment, inflation, and interest rates.
- Adverse litigation developments.
- The level of Rimini Street's existing indebtedness and covenants within the amended 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.
Investors are urged to read the Definitive Joint Proxy Statement/Prospectus for a complete description of risk factors.
Important Facts for Investor Verification
- Verify the specific terms of the Sixth Amendment to the Financing Agreement (Exhibit 99.1) to understand changes to debt covenants and repayment obligations.
- Review the Definitive Joint Proxy Statement/Prospectus (File No. 333-219101) for full details on the proposed merger and voting procedures.
- Confirm the status of regulatory approvals required to consummate the business combination.
- Assess the impact of the amended fee letters and consulting agreements on Rimini Street's future operating expenses.