EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Eighth Amendment to PNC Revolving Credit, Term Loan
and Security Agreement
On March 21, 2017, EVINE Live Inc. (the Company) entered into the
Eighth Amendment (the Eighth Amendment) to the Revolving Credit,
Term Loan and Security Agreement, as previously amended (the PNC
Credit Agreement), among the Company, as lead borrower, and
certain of its subsidiaries as borrowers, and PNC Bank, National
Association (PNC), a member of The PNC Financial Services Group,
Inc. (NYSE: PNC), as lender and agent. Among other things, the
Eighth Amendment authorized the increase of the principal amount
of the term loan by $6,000,000 (the Increased Amount), extended
the term of the PNC Credit Agreement from May 1, 2020 to March
21, 2022, and authorized the proceeds from the Increased Amount,
along with $3,500,000 of the Companys cash on hand, to be used
for a voluntary prepayment (the Prepayment) of the GACP Credit
Agreement (as defined below) in an aggregate principal amount of
$9,500,000 (plus interest and fees).
The foregoing description of the Eighth Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Eighth Amendment, which is filed as Exhibit10.1
hereto and is incorporated by reference herein. A copy of the PNC
Credit Agreement is filed as Exhibit10.1 to the Companys Form8-K
filed on February10, 2012, a copy of the First Amendment to the
PNC Credit Agreement is filed as Exhibit10.1 to the Companys
Form8-K filed on May7, 2013, a copy of the Second Amendment to
the PNC Credit Agreement is filed as Exhibit10.1 to the Companys
Form10-Q filed on September6, 2013, a copy of the Third Amendment
to the PNC Credit Agreement is filed as Exhibit10.1 to the
Companys Form8-K filed on February 5, 2014, a copy of the Fourth
Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to
the Companys Form 8-K filed on March9, 2015, a copy of the Fifth
Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to
the Companys Form 8-K filed on October 13, 2015, a copy of the
Sixth Amendment to the PNC Credit Agreement is filed as Exhibit
10.1 to the Companys Form 8-K filed on March 10, 2016, and a copy
of the Seventh Amendment to the PNC Credit Agreement is filed as
Exhibit 10.3 to the Companys Form 10-Q filed on November 30,
2016, each of which is also incorporated by reference herein.
Second Amendment to GACP Term Loan Credit and
Security Agreement
On March 21, 2017, the Company, as lead borrower, and certain of
its subsidiaries as borrowers (collectively, the
Borrowers),enteredinto the Second Amendment (the Second
Amendment) to the Term Loan Credit and Security Agreement, as
amended (the GACP Credit Agreement), among the Borrowers, the
lenders from time to time party thereto (collectively, the GACP
Lenders) and GACP Finance Co., LLC, as agent for the GACP
Lenders. Among other things, the Second Amendment authorized the
Company to make the Prepayment and, in connection therewith,
granted a waiver of the prior written notice required by the GACP
Credit Agreement.
The foregoing description of the Second Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Second Amendment, which is filed as Exhibit10.2
hereto and is incorporated by reference herein. A copy of the
GACP Credit Agreement is filed as Exhibit 10.2 to the Companys
Form 8-K filed on March 10, 2016 and a copy of the First
Amendment to the GACP Credit Agreement is filed as Exhibit 10.4
to the Companys Form 10-Q filed on November 30, 2016, each of
which is also incorporated by reference herein.
First Amended and Restated Option
On September 14, 2016, EVINE Live Inc. (the Company) entered into
Securities Purchase Agreements (the Purchase Agreements) with
certain accredited investors to which it agreed to sell (i)
shares of the Companys common stock, (ii) warrants to purchase
shares of the Companys common stock, and (iii) certain options to
purchase additional shares of, and warrants to purchase shares
of, the Companys common stock. The Company previously disclosed
the details of this transaction (the Transaction) by current
report on Form 8-K filed September 15, 2016.
On March 16, 2016, the Company entered into a First Amended and
Restated Option (the Amended Option) with TH Media Partners, LLC,
one of the investors in the Transaction (the Investor). Under the
terms of the Amended Option, the Investor has the right to
exercise its option to purchase shares of the Company in two
tranches. The first tranche reflects rights to purchase 150,000
shares of the Companys common stock, which are issuable in the
form of 100,000 common shares and a warrant to purchase an
additional 50,000 common shares. The first tranche must be
exercised on or before March 16, 2017. The purchase price of the
shares issuable upon exercise shall be a price per share equal to
the volume weighted average price of the Companys common stock on
the Companys principal trading market during the five trading
days immediately prior to the exercise. The exercise price of the
warrant will be a price per share equal to a 50% premium to the
closing price of the Companys common stock on the Companys
principal trading market on the trading day immediately preceding
the exercise of such warrant.
The second tranche reflects rights to purchase up to 1,073,945
shares of the Companys common stock, which are issuable in the
form of 715,963 common shares and a warrant to purchase an
additional 357,982 common shares. The second tranche must be
exercised on or before September 16, 2017. The purchase price of
the shares issuable upon exercise shall be a price per share
equal to the volume weighted average price of the Companys common
stock on the Companys principal trading market during the five
trading days immediately prior to such exercise. The exercise
price of the warrant will be a price per share equal to a 50%
premium to the closing price of the Companys common stock on the
Companys principal trading market on the trading day immediately
preceding the exercise of such warrant.
Please refer to Form 8-K filed September 15, 2016, for additional
details on the Transaction, including additional terms related to
exercise of the options and option warrants. As discussed in that
report, the Company has concluded that the sale of securities
under the Purchase Agreements, and the issuance of securities
upon exercise of the options, was exempt from registration under
Securities Act of 1933, as amended, to Rule 506 of Regulation D,
promulgated thereunder.
| 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 in the sections titled
Eighth Amendment to PNC Revolving Credit, Term Loan
and Security Agreement and Second
Amendment to GACP Term Loan Credit and Security
Agreementabove is incorporated by reference into
this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
On March 16, 2017, the Investor exercised the first tranche of
the Amended Option, as described in Item 1.01 above. This
exercise resulted in the issuance of (a) 100,000 shares of the
Companys common stock, par value $0.01 per share, and (b) a
warrant to purchase an additional 50,000 shares of the Companys
common stock, par value $0.01 per share (the Option Warrant). The
exercise price of the options was $1.3271 per share, resulting in
aggregate proceeds of $132,710. The Option Warrant bears an
exercise price of $1.92 per share, and is exercisable for a
five-year period expiring on March 16, 2022.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 |
Eighth Amendment to Revolving Credit, Term Loan and Security Agreement, dated March 21, 2017, among EVINE Live Inc., as the lead borrower, certain of its subsidiaries party thereto as borrowers, and PNC Bank National Association, as a lender and agent. |
| 10.2 |
Second Amendment to Term Loan and Credit Facility, dated March 21, 2017, among EVINE Live Inc., as the lead borrower, certain of its subsidiaries party thereto as borrowers, the lenders from time to time party thereto and GACP Finance Co., LLC, as agent. |
| 10.3 |
First Amended and Restated Option, dated March 16, 2017, among EVINE Live Inc. and TH Media Partners, LLC. |
About EVINE Live Inc. (NASDAQ:EVLV)
EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear. EVINE Live Inc. (NASDAQ:EVLV) Recent Trading Information
EVINE Live Inc. (NASDAQ:EVLV) closed its last trading session down -0.06 at 1.25 with 71,121 shares trading hands.