Inventergy Global, Inc. (NASDAQ:INVT) Files An 8-K Entry into a Material Definitive Agreement

Inventergy Global, Inc. (NASDAQ:INVT) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed
on December 29, 2016 by Inventergy Global, Inc. (the
Parent), on December 22, 2016, the Parent,
Inventergy Inc., a wholly-owned subsidiary of the Parent (the
Owner), and the other subsidiaries of the Parent
(together with the Parent and Owner, the
Company) entered into a Restructuring Agreement
(as amended, the Restructuring Agreement) with
certain affiliates of Fortress Investment Group, LLC
(collectively, Fortress) to amend that certain
Amended and Restated Revenue Sharing and Note Purchase Agreement
(the Revenue Sharing and Note Purchase
Agreement
), which was originally entered into by the
Parent, Owner and Fortress on October 1, 2014. Among other
things, the Restructuring Agreement contemplated the assignment
of the Companys patents (excluding future acquired patents
related to Inventergy Innovations, LLC, a subsidiary of the
Parent) (such patents that are subject to the Restructuring
Agreement, the Patents) to a newly-created
special purpose entity (INVT SPE).

On April 27, 2017, the transactions contemplated by the
Restructuring Agreement were completed. In connection therewith,
the Owner and INVT SPE entered into a patent assignment (the
Patent Assignment) to which the Owner assigned
all the Patents to INVT SPE. In addition, INVT SPE, the Owner and
certain affiliate of Fortress entered into a limited liability
company agreement for INVT SPE (the LLC
Agreement
) that sets forth the rights and obligations of
the parties and the revenue sharing provisions.

Under the LLC Agreement, Fortress has the sole discretion to make
any and all decisions relating to the Patents, including the
right to license, sell or sue unauthorized users of the Patents
(the Monetization Activities). All proceeds from
the Monetization Activities will be applied as follows: (i)
first, to pay for certain third party expenses incurred by the
Company, Fortress or third party brokers in relation to the
Monetization Activities, (ii) second, to pay up to $2.2 million
of the Companys outstanding principal debt to Nokia Corporation
(Nokia) in the event any Monetization Activity
is directly attributable to the Companys Nokia patent portfolio,
(iii) third, if a Monetization Activity triggers a payment with
respect to a retained interest owed to a prior owner under
agreements with Panasonic Corporation or Huawei Technologies Co.,
Ltd., payment will be made to such prior owner, as required, (iv)
fourth, to Fortress until Fortress has received (x) reimbursement
of any amounts advanced by Fortress to the Restructuring
Agreement plus 20% annual interest on such advances plus (y)
$30.5 million less any amounts paid to Fortress for the note
obligations under the Revenue Sharing and Note Purchase
Agreement, and (v) fifth, after all of the foregoing payment
obligations are satisfied, 70% to Fortress and 30% to the
Company. The Company will continue to be fully responsible to pay
any interest or other charges relating to the debt owed to Nokia.

As a result of the completion of the transactions contemplated by
the Restructuring Agreement, the Companys note obligations to
Fortress were extinguished and the Company was relieved of any
scheduled amortization (instead, payments to Fortress will only
be required out of monetization revenues of INVT SPE). The
liquidity covenant is no longer applicable and the Company was
relieved from any further responsibility to maintain the Patents,
retroactive to December 22, 2016.

The foregoing descriptions of the Patent Assignment and the LLC
Agreement do not purport to be complete and are qualified in its
entirety by reference to the complete text of such agreements,
which are incorporated herein by reference and attached hereto as
Exhibits 10.1 and 10.2.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.

Item 8.01 Other Events

On May 1, 2017, the Parent issued a press release announcing the
completion of the transactions described above. A copy of the
press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1

Patent Assignment, dated April 27, 2017

10.2 Limited Liability Company Agreement, dated April 27, 2017
99.1 Press Release, dated May 1, 2017


About Inventergy Global, Inc. (NASDAQ:INVT)

Inventergy Global, Inc. is an intellectual property (IP) investment and licensing company. The Company offers clients a professional corporate licensing model for IP value creation. The Company’s Technical Lead and associated group works to understand the science and/or technology behind the patents of a particular portfolio, under the review of the Legal Lead and in support of the Business team. This group coordinates the work of third party technology consultants, including technical external resources, such as technical experts, reverse engineering consultancies and other providers, to deliver inputs to the Legal and Business teams. The Legal Lead and Team manage the existing patent asset portfolio from a global perspective and also manage further prosecution of continuing patent cases. The Legal Lead also is responsible for the legal structure and legal documents of any license or negotiated settlement with prospective licensees.

Inventergy Global, Inc. (NASDAQ:INVT) Recent Trading Information

Inventergy Global, Inc. (NASDAQ:INVT) closed its last trading session up +0.009 at 0.235 with 168,054 shares trading hands.

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