Global Eagle Entertainment Inc.
|
(Name of Issuer)
|
Warrants to Purchase Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
None
|
(CUSIP Number)
|
Searchlight II TBO-W, L.P.
c/o Searchlight Capital Partners, L.P.
745 5th Avenue - 27th Floor
New York, NY 10151
Attention: Nadir Nurmohamed
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
March 27, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. None
|
SCHEDULE 13D |
Page 2 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight II TBO-W, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO (See item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
31,065,775
(1)
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
31,065,775
(1)
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. None
|
SCHEDULE 13D |
Page 3 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight II TBO GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
31,065,775
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
31,065,775
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. None
|
SCHEDULE 13D |
Page 4 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC II PV TBO, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
31,065,775
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
31,065,775
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. None
|
SCHEDULE 13D |
Page 5 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital II (FC) AIV, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
31,065,775
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
31,065,775
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. None
|
SCHEDULE 13D |
Page 6 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC II TBO, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
31,065,775
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
31,065,775
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. None
|
SCHEDULE 13D |
Page 7 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners II GP, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
31,065,775
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
31,065,775
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. None
|
SCHEDULE 13D |
Page 8 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Searchlight Capital Partners II GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
31,065,775
|
8
|
SHARED VOTING POWER
None
|
|
9
|
SOLE DISPOSITIVE POWER
31,065,775
|
|
10
|
SHARED DISPOSITIVE POWER
None
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,065,775
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. None
|
SCHEDULE 13D |
Page 9 of 17
|
CUSIP No. None
|
SCHEDULE 13D |
Page 10 of 17
|
— |
the number of directors then serving on the Board,
multiplied by
|
— |
a fraction, the numerator of which is the total number of outstanding shares of Common Stock underlying the Penny Warrants beneficially owned by Searchlight II TBO-W (after giving effect to the exercise of the Penny Warrants) and the denominator of which is the sum of (A) the total number of outstanding shares of Common Stock plus (B) the number of shares of Common Stock underlying the Penny Warrants that have not yet been exercised;
|
Exhibit 1
|
|
Exhibit 2
|
|
Exhibit 3
|
|
Exhibit 4
|
|
Exhibit 5
|
CUSIP No. None
|
SCHEDULE 13D |
Page 16 of 17
|
Searchlight II TBO-W, L.P.
|
||||
By:
|
Searchlight II TBO GP, LLC |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight II TBO GP, LLC
|
||||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
SC II PV TBO, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital II (FC) AIV, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
SC II TBO, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital Partners II GP, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, LLC |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital Partners II GP, LLC
|
||||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Name
|
Business Address
|
Citizenship
|
Oliver Haarmann
|
56 Conduit Street, 4th Floor
London W1S 2YZ
United Kingdom
|
German
|
Erol Uzumeri
|
22 Adelaide Street West, 35th Floor
Bay-Adelaide Centre
Toronto, ON M5H 4E3
Canada
|
Canadian
|
Eric Zinterhofer
|
745 Fifth Avenue, 27th Floor
New York, NY 10151
United States
|
American
|
Searchlight II TBO-W, L.P.
|
||||
By:
|
Searchlight II TBO GP, LLC |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight II TBO GP, LLC
|
||||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
SC II PV TBO, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital II (FC) AIV, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
SC II TBO, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, L.P. |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital Partners II GP, L.P.
|
||||
By:
|
Searchlight Capital Partners II GP, LLC |
|||
Its:
|
general partner
|
|||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|
Searchlight Capital Partners II GP, LLC
|
||||
By:
|
/s/ Eric Zinterhofer |
|||
Name: Eric Zinterhofer
Title: Authorized Person
|