Business Context and Reporting Period
This Form 8-K, filed on May 17, 2017, reports on events occurring on May 16, 2017. GP Investments Acquisition Corp. ("GPIAC"), a Cayman Islands blank check company, entered into a definitive Merger Agreement with Rimini Street, Inc., a leading independent provider of third-party enterprise maintenance support. The transaction involves a reverse merger where GPIAC will domesticate as a Delaware corporation, change its name to "Rimini Street, Inc.," and adopt the NASDAQ ticker symbol "RMNI."
Key Financial Metrics and Transaction Terms
- Aggregate Purchase Price: $775,000,000 (subject to adjustment).
- Consideration Structure: Newly issued GPIAC common stock at a price of $10.00 per share.
- Cash Requirements: Closing is conditioned on a minimum of $50,000,000 in available cash.
- Backstop Financing: The Sponsor (GPIC, Ltd.) has committed to provide up to $35,000,000 in backstop equity financing if necessary to meet cash conditions.
- Use of Proceeds: Funds will be used for transaction expenses, paying down Rimini Street's indebtedness, and depositing remaining cash for the combined company.
- Financial Performance: The filing text does not provide specific revenue, profit, cash flow, margin, or debt figures for Rimini Street or GPIAC.
Material Changes and Transaction Mechanics
The primary material change is the execution of the Merger Agreement. Upon closing, all outstanding Rimini Street equity (Class A/B Common, Series A/B/C Preferred) will be converted into GPIAC common stock. Rimini Street stock options will convert to options for the combined company, with unexercised options for former employees potentially converted to cash payments. Warrants with exercise prices below the merger consideration value will be converted into shares.
Guidance, Risks, and Conditions
Closing Conditions: The transaction is subject to multiple conditions, including shareholder approval from both GPIAC and Rimini Street, effectiveness of a Form S-4 registration statement, NASDAQ listing approval, expiration of the HSR Act waiting period, and the maintenance of minimum cash levels ($50 million available; $5,000,001 remaining in trust post-redemptions).
Timeline: The merger must be consummated by August 31, 2017, with a potential extension to November 17, 2017 under certain circumstances.
Risks and Contingencies: Forward-looking statements highlight risks including failure to obtain shareholder or regulatory approvals, inability to refinance debt, integration difficulties, and changes in the business environment. The filing explicitly states it is not an offer to sell securities and directs investors to the upcoming joint proxy statement/prospectus for detailed risk factors.
Investor Verification Checklist
- Verify the final amount of cash remaining in the GPIAC trust account after shareholder redemptions to ensure the $50 million closing condition is met.
- Confirm the outcome of the GPIAC shareholder vote scheduled for May 23, 2017, regarding the extension and merger approval.
- Review the definitive joint proxy statement/prospectus (Form S-4) for detailed financial statements of Rimini Street and specific debt repayment plans.
- Monitor the status of the Hart-Scott-Rodino (HSR) antitrust review waiting period.
- Check for any updates regarding the $35 million backstop equity commitment from the Sponsor.