Business Context and Reporting Period
Rimini Street, Inc. filed this Form 8-K on November 2, 2020, reporting a material event that occurred on October 30, 2020. The filing details the entry into a definitive agreement to repurchase specific equity securities from affiliated funds.
Key Financial Metrics
This filing does not contain standard periodic financial statements (e.g., revenue, net income, operating cash flow, or liquidity ratios). The primary financial metric disclosed is the transaction value of the stock repurchase:
- Transaction Type: Repurchase of 13.00% Series A Redeemable Convertible Preferred Stock.
- Shares Repurchased: 5,000 shares.
- Aggregate Purchase Price: Approximately $4.5 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.
Material Changes
The material change reported is the retirement of the 5,000 shares of Series A Preferred Stock purchased from Kingstown Partners II, L.P. and Ktown, L.P. (collectively, the "Kingstown Sellers"). Upon closing, these shares are retired and are not eligible for re-issuance. The Company also assumed all associated obligations pursuant to the Convertible Secured Promissory Notes held by the Sellers in respect of these shares.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, forward-looking outlook, or management commentary regarding future operations. The document notes that the Stock Purchase Agreement contains customary representations, warranties, and covenants, but does not detail specific risks or contingencies beyond the transaction terms. The full text of the agreement is referenced as Exhibit 10.1.
Investor Verification Checklist
- Verify the exact face value of the 5,000 shares of Series A Preferred Stock to confirm the 10% discount calculation.
- Review the terms of the Convertible Secured Promissory Notes assumed by the Company to understand any remaining debt obligations.
- Confirm the impact of this $4.5 million cash outflow on the Company's current liquidity position by reviewing the most recent 10-Q or 10-K.
- Examine the Certificate of Designations for the Series A Preferred Stock to confirm the retirement and non-re-issuance provisions.