Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On June 29, 2017, Cinedigm Corp. (the Company) entered into a
Stock Purchase Agreement (the Purchase Agreement) with Bison
Entertainment Investment Limited, a wholly owned subsidiary of
Bison Holding Company Ltd. (Bison Capital) to which the Company
has agreed to sell to Bison Capital 20,000,000 shares (the
Shares) of the Companys Class A common stock, par value $0.001
per share (the Common Stock) for an aggregate purchase price of
up to $30,000,000, of which up to 400,000 shares may be sold to
members of management instead of Bison Capital (the
Transactions). The Company is also in advanced discussions with
holders representing approximately 99% of the outstanding
principal amount of the Companys outstanding 5.5% Convertible
Senior Notes due 2035 (the Notes) to exchange their notes into
cash, other securities of the Company, or a combination thereof
in order to decrease the debt obligations of the Company. Upon
the issuance of the Shares, Bison Capital will own a majority of
the outstanding Common Stock and will be entitled to designate
two (2) members of the Companys Board of Directors, the size of
which will be set at seven (7) members.
In addition, Bison Capital agreed to provide the Company with a
$10,000,000 loan for working capital and general corporate
purposes within 60 days of the closing of the Transactions and to
work together with the Company to continue to refinance the
remaining debt of the Company.
The proceeds from the sale of the Shares will be used for cash
portions of the Note Exchanges, the payment of fees and expenses
incurred in connection with the Transactions, and working capital
and general corporate purposes.
The Company will hold a meeting of stockholders to be held in the
third quarter of 2017 at which time it will seek the approval of
its stockholders of the Transactions, including the sale and
issuance of the Shares including to management, an amendment to
the Companys Fourth Amended and Restated Certificate of
Incorporation, as amended, to increase the number of shares of
Common Stock authorized for issuance and eliminate the Class B
common stock, the Series B Junior Participating Preferred Stock
and the share transfer restriction provisions, and the adoption
of a new equity incentive plan to provide for the granting of a
variety of potential awards.
The Transactions are subject to a number of closing conditions,
including the Note Exchanges and the receipt of stockholder and
regulatory approvals including CFIUS. The Purchase Agreement
contains standard representations and warranties related to each
party, and may be terminated prior to the closing under certain
circumstances, including failure to obtain stockholder, lender or
regulatory approval of the Transactions.
In connection with the consummation of the Transactions, the
Company also agreed to (i) enter into a registration rights
agreement to which it will register the resale of the Shares and
(ii) enter into voting agreements with certain holders of Common
Stock consisting primarily of members of the Companys Board of
Directors and management, to which each such holder will agree to
vote his shares in favor of Bison Capitals designees to the Board
of Directors in future elections, subject to the terms thereof.
The foregoing descriptions of the Purchase Agreement is qualified
in its entirety by reference to such agreement, which will be
filed in accordance with SEC regulations.
On June 29, 2017, the Company issued a press release announcing
the Transactions, a copy of which is attached hereto as Exhibit
99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
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| 99.1 | Press release of the Company dated June 29, 2017. |
Cinedigm Corp. ExhibitEX-99.1 2 v470032_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Bison Capital to Make Significant Strategic Investment in Cinedigm Bison Capital Will Take Majority Ownership Stake While Providing Substantial Additional Financing and New Business Opportunities in China LOS ANGELES (June 29,…To view the full exhibit click here About Cinedigm Corp. (NASDAQ:CIDM)
Cinedigm Corp. is a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to a range of titles and episodes released across various platforms. The Company’s segments include the first digital cinema deployment (Phase I Deployment), the second digital cinema deployment (Phase II Deployment), digital cinema services (Services), and media content and entertainment group (Content & Entertainment). The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for its digital cinema equipment (the Systems) installed in movie theatres. The Services segment provides fee-based support to over 12,000 movie screens in its Phase I Deployment and Phase II Deployment segments. Its Content & Entertainment segment is engaged in ancillary market aggregation and distribution of entertainment content, and branded and curated over-the-top (OTT) digital network business.