Business Context and Reporting Period
This Form 8-K, filed on September 5, 2017, is a current report by GP Investments Acquisition Corp. (GPIAC), a Cayman Islands exempted company. The filing discloses an investor presentation (Exhibit 99.1) intended for use at the Citi 2017 Global Technology Conference on September 8, 2017. The presentation concerns the proposed business combination between GPIAC and Rimini Street, Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger dated May 16, 2017, and amended on June 30, 2017.
Key Financial Metrics
The filing text does not provide specific historical financial values such as revenue, profit, cash flow, margins, debt, or liquidity for either GPIAC or Rimini Street. The document references an attached investor presentation that contains Rimini Street's 2017 and 2018 revenue, adjusted EBITDA, and unlevered free cash flow estimates, but the numerical data from that presentation is not included in the text of this Form 8-K.
Material Changes
No material changes to historical financial performance are reported in this document. The filing focuses on the status of the proposed merger transaction and the dissemination of forward-looking information regarding the combined entity.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the proposed transaction, including:
- Anticipated initial enterprise value and post-closing equity value.
- Expected transaction structure and post-closing management.
- Forecasts for Rimini Street's 2017 and 2018 revenue, adjusted EBITDA, and unlevered free cash flow.
- Projections of customer savings and total addressable market.
Management explicitly disclaims any obligation to update these statements. Significant risks identified include:
- Failure to obtain required regulatory or shareholder approvals.
- Inability to refinance existing debt on favorable terms.
- Delays in consummating the transaction or integrating the businesses.
- Failure to realize anticipated cost savings and operating synergies.
- General economic, regulatory, and competitive conditions.
Investor Verification Checklist
- Verify the definitive joint proxy statement/prospectus for the final transaction terms and financial projections.
- Confirm the status of regulatory approvals and shareholder votes required to close the merger.
- Review Rimini Street's historical financial statements to validate the basis for the 2017 and 2018 forecasts mentioned in the presentation.
- Assess the terms of Rimini Street's existing debt and the feasibility of refinancing as noted in the risk factors.
- Monitor for any updates regarding the timeline for the closing of the transaction.