Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On March 30, 2018, Cinedigm Corp. (the “Company”) entered into a Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company, East West Bank (“EWB”) and the Guarantors named therein, which are certain subsidiaries of the Company (the “Loan Agreement”). The Loan Agreement provides for a credit facility (the “Credit Facility”) consisting of a maximum of $19,000,000 in revolving loans at any one time outstanding and having a maturity date of March 31, 2020, which may be extended for two successive periods of one year each at the sole discretion of EWB so long as certain conditions are met.
Advances under the Credit Facility will bear interest on the outstanding daily balance at a rate equal to, at Cinedigm’s option, either (i) 0.50% above the Prime Rate or (ii) 3.25% above EWB’s one month London Interbank Offered Rate. The proceeds of the Credit Facility will be used for: repayment at closing of existing indebtedness under the Company’s Second Amended and Restated Credit Agreement, dated as of April 29, 2015, among the Company, the Lenders party thereto, Société Générale, as Administrative Agent, and OneWest Bank, FSB, as Collateral Agent, as amended; the acquisition and/or distribution of content; the payment of interest, legal fees and bank fees; and working capital needs and general corporate purposes. The Loan Agreement contains customary covenants, representations and warranties and events of default.
The Loan Agreement also requires certain of the Company’s existing and future direct and indirect domestic subsidiaries (the "Guarantors"), to guarantee the obligations thereunder. Subject to certain customary exceptions, all such obligations are to be secured by a first priority perfected security interest in all of the collective assets of the Company, other than the Company’s deployment assets, and the Guarantors. In addition to the Loan Agreement, such security interests are evidenced by Trademark Security Agreements dated as of March 30, 2018 by and between EWB and each of the Company, Cinedigm Entertainment Corp. and Vistachiara Productions, Inc. (collectively, the “Trademark Security Agreements”), Copyright Security Agreements dated as of March 30, 2018 by and between EWB and each of the Company, Cinedigm Home Entertainment, LLC, Cinedigm Entertainment Corp. and Vistachiara Productions, Inc. (collectively, the “Copyright Security Agreements”), and a Patent Security Agreement dated as of March 30, 2018 by and between EWB and the Company (the “Patent Security Agreement”).
The foregoing descriptions of the Loan Agreement, the Trademark Security Agreements, the Copyright Security Agreements and the Patent Security Agreement are qualified in their entirety by reference to such documents, which are filed as Exhibits 10.1, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 to this Form 8-K and are incorporated herein by reference.
A press release announcing the Credit Facility was issued on April 2, 2018 and is filed as Exhibit 99.1 to this Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 4.1 | Trademark Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank. |
| 4.2 | Trademark Security Agreement dated as of March 30, 2018 by and between Cinedigm Entertainment Corp. and East West Bank. |
| 4.3 | Trademark Security Agreement dated as of March 30, 2018 by and between Vistachiara Productions, Inc. and East West Bank. |
| 4.4 | Copyright Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank. |
| 4.5 | Copyright Security Agreement dated as of March 30, 2018 by and between Cinedigm Home Entertainment, LLC and East West Bank. |
| 4.6 | Copyright Security Agreement dated as of March 30, 2018 by and between Cinedigm Entertainment Corp. and East West Bank. |
| 4.7 | Copyright Security Agreement dated as of March 30, 2018 by and between Vistachiara Productions, Inc. and East West Bank. |
| 4.8 | Patent Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank. |
| 10.1 | Loan, Security and Guaranty Agreement, dated as of March 30, 2018, by and between the Company, East West Bank and the Guarantors named therein. |
| 99.1 | Press release of the Company dated April 2, 2018. |
Cinedigm Corp. ExhibitEX-4.1 2 tv489953_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Agreement”) is dated as of March 30,…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.
