Business Context and Reporting Period
This Form 8-K is a current report filed by GP Investments Acquisition Corp. (GPIAC), a Cayman Islands exempted company, on May 16, 2017. The filing announces the execution of an Agreement and Plan of Merger with Rimini Street, Inc., a Nevada corporation. The transaction involves GPIAC, its wholly owned subsidiary Let's Go Acquisition Corp., and Rimini Street.
Key Financial Metrics
The filing text does not provide specific historical financial data such as revenue, profit, cash flow, margins, debt, or liquidity for either GPIAC or Rimini Street. The document references an attached investor presentation (Exhibit 99.1) that contains forecasts for Rimini Street's 2017 and 2018 revenue, adjusted EBITDA, and unlevered free cash flow, but the specific numerical values are not included in the text of this report.
Material Changes
The primary material event is the announcement of the proposed merger between GPIAC and Rimini Street. This represents a significant change in corporate structure and strategy for both entities, transitioning GPIAC from a special purpose acquisition company (SPAC) to a combined operating entity with Rimini Street.
Guidance, Outlook, and Risks
Outlook and Guidance: The filing includes forward-looking statements regarding the anticipated initial enterprise value, post-closing equity value, transaction structure, and post-closing management. It also references forecasts for Rimini Street's future financial performance and customer savings, though specific figures are not detailed in this text.
Risks and Contingencies: Management highlights several risks that could cause actual results to differ materially from expectations, including:
- Failure to obtain necessary shareholder approval for the transaction or the extension of GPIAC's business combination deadline.
- 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.
- Competitive product and pricing activity and difficulties in managing growth profitably.
- Loss of key management team members.
- Delays in regulatory approvals or integration difficulties.
- Uncertainty regarding the long-term value of GPIAC common stock.
Unusual Items: The filing explicitly states that the communication is not an offer to sell or a solicitation of an offer to buy securities. Investors are urged to read the definitive proxy statement/prospectus when available.
Important Facts for Investors to Verify
- Review the definitive joint proxy statement/prospectus (Form S-4) for detailed financial projections and transaction terms.
- Verify the specific terms of the Merger Agreement, including the exchange ratio and cash consideration.
- Confirm the status of shareholder approvals required for both GPIAC and Rimini Street.
- Assess the regulatory approval process and potential conditions attached to the merger.
- Examine Rimini Street's historical financial performance and debt structure in their most recent 10-K or 10-Q filings.