Electronic Cigarettes International Group, Ltd. (OTCMKTS:ECIG) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
UK Administration of Subsidiary
On March 7, 2017, Must Have Limited, a limited liability company
incorporated in England and Wales (MHL) and wholly-owned
subsidiary of Electronic Cigarettes International Group, Ltd., a
Nevada corporation (the Company, we, us, or our), was placed
under the administration process (the Administration) in the
United Kingdom (UK) by order of the High Court of Justice,
Chancery Division, Companies Court in England and Wales. Geoff
Rowley and Anthony Collier, both partners at FRP Advisory LLP,
were appointed as joint administrators with respect to MHL.
The Administration process results from an unsatisfied tax
obligation of MHL in the amount of approximately $3 million which
remains owed to HM Revenue Customs (HMRC). Despite multiple
attempts to satisfy the tax obligation and other expected near
term obligations, the Company is unable to continue to fund the
operations or any obligations of MHL.
In the UK, administration is the process by which administrators
are appointed over the assets and undertaking of an entity in
circumstances in which it is believed that entity is, or is
likely to become, unable to pay its debts as they fall due and
there is a real prospect that administration is likely to achieve
one or more of the following:
a)rescuing the company as a going concern;
b)realizing a better result for the company’s creditors as a
whole than would be likely if the company were wound up; or
c)realizing property to make a distribution to one or more
secured or preferential creditors.
Purposes b) and c) apply to the administration order of MHL
granted on March 7, 2017.
Cross-Default of Company Debt
The winding up petition presented by HMRC in respect of the
unsatisfied tax obligation of MHL described above and the
Administration of MHL has caused the Company to default under all
of its outstanding secured debt obligations (the Cross-Defaults),
including under that certain Credit Agreement, dated April 27,
2015, between the Company and an institutional investor,
previously disclosed in the Companys Current Report on Form 8-K
filed with the Securities Exchange Commission on May 1, 2015. The
Cross-Defaults have resulted in the acceleration of approximately
$104 million of outstanding debt owed by the Company, which
amounts have become immediately due and payable (the Accelerated
Debt).
The Board of Directors and executive management of the Company
are considering a variety of strategic alternatives to address
the Administration, Cross-Defaults and the Accelerated Debt.
Item 8.01. Other Events
On March 7, 2017, the Company issued a press release announcing
the Administration, the Cross-Defaults and the Accelerated Debt.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Neither the filing of the press release as an exhibit to this
Current Report on Form 8-K nor the inclusion in the press release
of a reference to the Companys internet address shall, under any
circumstances, be deemed to incorporate the information available
at its internet address into this Current Report on Form 8-K. The
information available at the Companys internet address is not
part of this Current report on Form 8-K or any other report filed
by the Company with the SEC.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated March 7, 2017. |
Cautionary Statement Regarding Forward-Looking
Statements
The statements contained in this Current Report on Form 8-K that
are not historical facts are forward-looking statements (within
the meaning of Section21E of the Securities Exchange Act of 1934,
as amended) that involve risks and uncertainties. Such
forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as believe,
expect, may, could, would, plan, intend, estimate, predict,
potential, continue, should or anticipate or the negative thereof
or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties.
Such statements involve risks, uncertainties and assumptions. If
such risks or uncertainties materialize or such assumptions prove
incorrect, the results of the Company and its subsidiaries could
differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including any statements of
the plans, strategies and objectives of the Company for future
operations, other statements of expectation or belief, and any
statements or assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that
expected benefits may not materialize as expected. The Company
assumes no obligation and does not intend to update these
forward-looking statements.
About Electronic Cigarettes International Group, Ltd. (OTCMKTS:ECIG)
Electronic Cigarettes International Group, Ltd. is an independent marketer and distributor of vaping products and E-cigarettes. E-cigarettes are battery-powered products that simulate tobacco smoking through inhalation of nicotine vapor without the fire, flame, tobacco, tar, carbon monoxide, ash, stub, smell and other chemicals found in traditional combustible cigarettes. The Company accommodates the various product preferences of E-cigarette users by offering a set of products, including disposables, rechargeables, tanks, starter kits, E-liquids, open and closed-end vaping systems and accessories. Its products consist of components and nicotine liquids. Its global brand portfolio includes the FIN, VIP, VAPESTICK, E-CIG, PRO VAPOR and VICTORIA brands. The Company offers E-cigarette cartridges in a range of flavors. The Company also offers a range of E-cigarette products and related accessories, including disposable E-cigarettes, rechargeable kits and prefilled cartomizers. Electronic Cigarettes International Group, Ltd. (OTCMKTS:ECIG) Recent Trading Information
Electronic Cigarettes International Group, Ltd. (OTCMKTS:ECIG) closed its last trading session 00.0000 at 0.0769 with 135,919 shares trading hands.