Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. (GPIAC) on May 31, 2017. The filing discloses an investor presentation (Exhibit 99.1) used by Rimini Street, Inc. at the Cowen Technology, Media & Telecom Conference. The presentation concerns a proposed business combination between GPIAC and Rimini Street pursuant to an Agreement and Plan of Merger dated May 16, 2017.
Key Financial Metrics
The filing text does not provide specific historical financial values (revenue, profit, cash flow, margins, debt, or liquidity) for Rimini Street or GPIAC. It references that the attached investor presentation contains estimates and forecasts for Rimini Street's 2017 and 2018 revenue, adjusted EBITDA, and unlevered free cash flow, but the numerical data is not included in this document.
Material Changes
The primary material event is the announcement of the proposed merger between GPIAC and Rimini Street. No historical financial comparisons or period-over-period changes are detailed in this specific filing text.
Guidance, Outlook, and Risks
Outlook and Guidance: The filing references forward-looking statements regarding the anticipated initial enterprise value, post-closing equity value, transaction structure, and post-closing management. It also notes forecasts for Rimini Street's 2017 and 2018 financial metrics and customer savings projections.
Risks and Contingencies: The document lists significant risks, including:
- Failure to obtain required regulatory or stockholder approvals.
- Delays in consummating the transaction or integrating the businesses.
- Inability to refinance existing debt on favorable terms.
- Adverse litigation developments and changes in tax or governmental regulations.
- Loss of key management personnel.
- Failure to realize anticipated cost savings and operating synergies.
Unusual Items: The filing explicitly states it is not an offer to sell securities and directs investors to read the upcoming joint proxy statement/prospectus for complete information.
Investor Verification Checklist
- Verify the specific terms of the Agreement and Plan of Merger dated May 16, 2017, once the definitive joint proxy statement/prospectus is filed.
- Review the attached Exhibit 99.1 (Investor Presentation) for the specific 2017 and 2018 revenue and EBITDA forecasts mentioned but not detailed in this text.
- Confirm the status of regulatory approvals and stockholder votes required to close the transaction.
- Assess Rimini Street's current debt levels and refinancing capabilities as highlighted in the risk factors.
- Monitor for the filing of the Form S-4 registration statement containing the preliminary joint proxy statement.