UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2019 (February 8, 2019)
MODERN MEDIA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-38092 | 47-1277598 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
3414 Peachtree Road, Suite 480 Atlanta, GA |
30326 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (404) 443-1182
None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 |
Entry into a Material Definitive Agreement. |
Amendment to Investment Management Trust Agreement
On February 13, 2019, Modern Media Acquisition Corp. (the Company) and Continental Stock Transfer & Trust Company (Continental) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of May 17, 2017, by and between the Company and Continental (the Trust Amendment), pursuant to which the date on which Continental must liquidate the trust account (the trust account) established in connection with the Companys initial public offering (IPO) in the event the Company has not consummated its initial business combination was extended from February 17, 2019 to June 17, 2019 (the Extended Date). The Trust Amendment was approved by the Companys stockholders at the Special Meeting in Lieu of 2018 Annual Meeting of Stockholders held on February 8, 2019 (the Special Meeting).
Amendment to Warrant Agreement
On February 13, 2019, the Company and Continental entered into Amendment No. 1 to the Warrant Agreement, dated as of May 17, 2017, by and between the Company and Continental (the Warrant Amendment), pursuant to which the date for automatic termination of the exercise period of the Companys outstanding warrants in the event the Company has not consummated its initial business combination was extended to the Extended Date.
The foregoing descriptions of the Trust Amendment and the Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Trust Amendment and the Warrant Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in Item 1.01 with respect to the Warrant Amendment is incorporated herein by reference.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 13, 2019, the Company filed with the Secretary of State of the State of Delaware (the SOS) an amendment (the Extension Amendment) to the Companys Second Amended and Restated Certificate of Incorporation, pursuant to which the date by which the Company must consummate its initial business combination was extended from February 17, 2019 to the Extended Date (the Extension). The Extension Amendment was approved by the Companys stockholders at the Special Meeting and became effective upon the filing thereof with the SOS.
The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The results of voting on the proposals submitted to a vote of the Companys stockholders at the Special Meeting, held on February 8, 2019, were as follows:
Proposal No. 1
The Extension Amendment was approved as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
21,401,953 |
1,386,546 | 0 | 0 |
Proposal No. 2
The Trust Amendment was approved as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
21,401,953 |
1,386,546 | 0 | 0 |
Proposal No. 3
John White was duly elected as a Class I director of the Company as follows:
For |
Withheld |
Broker Non-Votes |
||
20,900,171 |
1,888,328 | 0 |
Item 7.01 |
Regulation FD Disclosure. |
In connection with the Extension, stockholders elected to redeem 5,942,681 shares of the Companys common stock, par value $0.0001 per share (Common Stock). Following such redemptions, approximately $151.7 million will remain in the trust account and 19,932,319 shares of Common Stock will remain issued and outstanding.
The information in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 |
Other Events. |
Because the Extension Amendment and the Trust Amendment were approved by the Companys stockholders at the Special Meeting, the Companys sponsor, Modern Media Sponsor, LLC (the Sponsor), has agreed to contribute to the Company as a loan $0.0333 for each share of Common Stock issued in the IPO (each, a Public Share) that is not redeemed in connection with the Extension for each monthly period (commencing on February 17, 2019 and to the 17th day of each subsequent calendar month), or portion thereof (on a prorated basis), that is needed by the Company to consummate a business combination from February 17, 2019 until the Extended Date (the Contribution).
As previously disclosed, the amount of the Contribution will not bear interest and will be repayable by the Company to the Sponsor upon consummation of the Companys initial business combination in cash; provided, however, that the Sponsor may, at its option, convert each $1.00 outstanding of the Contribution into one warrant to purchase a share of Common Stock on the same terms and conditions as the warrants issued by the Company to the Sponsor in connection with the IPO. The Sponsor will have sole discretion to determine whether to continue extending for additional monthly periods until the Extended Date, and if the Sponsor determines not to continue extending for additional monthly periods, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate in accordance with its charter.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MODERN MEDIA ACQUISITION CORP. | ||||||
Date: February 13, 2019 | By: |
/s/ Lewis W. Dickey, Jr. |
||||
Name: | Lewis W. Dickey, Jr. | |||||
Title: | President and Chief Executive Officer |
Exhibit 3.1
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MODERN MEDIA ACQUISITION CORP.
Modern Media Acquisition Corp. (the Corporation), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
1. |
The name of the Corporation is Modern Media Acquisition Corp. |
2. |
The Corporations original certificate of incorporation was filed with the Secretary of State of the State of Delaware (the Secretary of State ) on January 3, 2017. An amended and restated certificate of incorporation was filed with the Secretary of State on February 15, 2017 (the First Amended and Restated Certificate ). |
3. |
The second amended and restated certificate of incorporation, which restated and further amended the provisions of the First Amended and Restated Certificate, was filed with the Secretary of State on May 17, 2017 (the Second Amended and Restated Certificate ). |
4. |
This Amendment to the Second Amended and Restated Certificate (this Amendment ) amends the Second Amended and Restated Certificate. |
5. |
This Amendment was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware (the DGCL ). |
6. |
The text of Article X, Section 1(b) is hereby amended and restated to read in full as follows: |
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters over-allotment option) and certain other amounts specified in the Corporations registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on March 8, 2017, and has been amended or supplemented from time to time, including after the effectiveness thereof (the Registration Statement ), shall be deposited in a trust account (the Trust Account ), established for the benefit of the Corporations Public Stockholders (as defined below) and maintained by Continental Stock Transfer & Trust Company, pursuant to a trust agreement described in the Registration Statement (the Trust Agreement ). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any of the Offering Shares (as defined below) as described in Article X, Section 7 and (iii) the redemption of 100% of the Offering Shares if the Corporation is unable to complete its initial Business Combination by June 17, 2019. Holders of shares of the Corporations Common Stock included as part of the units sold in the Offering (the Offering Shares ) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of Modern Media Sponsor, LLC (the Sponsor ), or officers or directors of the Corporation) are referred to herein as Public Stockholders ; provided, however, that the
1
Sponsor and certain of the Corporations directors holding issued and outstanding shares of the Corporations Common Stock immediately prior to the Offering the (Founders Shares) that are also Public Stockholders will only be treated as a Public Stockholder for purposes of the Offering Shares held by such holder, and not with respect to such holders Founder Shares.
7. |
The text of Article X, Section 2(d) is hereby amended and restated to read in full as follows: |
(d) In the event that the Corporation has not completed a Business Combination by June 17, 2019, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $50,000 to pay dissolution expenses), by (b) the total number of then outstanding Offering Shares, which redemption will completely extinguish the rights of the Public Stockholders as stockholders of the Corporation with respect to their Offering Shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporations obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.
8. |
The text of Article X, Section 7 is hereby amended and restated to read in full as follows: |
Section 7. Additional Redemption Rights . If, in accordance with Section 1(a) of this Article X, any amendment is made to Section 2(d) of this Article X that would affect the substance or timing of the Corporations obligation to redeem 100% of the Offering Shares if the Corporation has not completed its initial Business Combination by June 17, 2019, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment at a per-share price, payable in cash, equal to the quotient obtained by dividing (i) the aggregate amount then on deposit in the Trust Account as of two business days prior to the approval of such amendment, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable), by (ii) the total number of then outstanding Offering Shares. The Corporations ability to provide such opportunity is subject to the Redemption Limitation.
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IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by an authorized officer of the Corporation this 13 th day of February, 2019.
By: |
/s/ Lewis W. Dickey, Jr. |
|
Name: | Lewis W. Dickey, Jr. | |
Title: | President and Chief Executive Officer |
3
Exhibit 4.1
AMENDMENT NO. 1 TO WARRANT AGREEMENT
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this Amendment), dated as of February 13, 2019, is by and between Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, the Corporation and the Warrant Agent are parties to that certain Warrant Agreement, dated as of May 17, 2017 (the Warrant Agreement), entered into in connection with the Corporations initial public offering; and
WHEREAS, the requisite number of stockholders of the Corporation have approved an amendment to the Corporations Second Amended and Restated Certificate of Incorporation (the Extension Amendment) to extend the date by which the Corporation must consummate its initial Business Combination (as defined below) from February 17, 2019 to June 17, 2019 (the Extended Date); and
WHEREAS, in connection with the Extension Amendment, the Corporation desires to extend the duration of the Exercise Period (as defined below) to provide that the Warrants (as defined in the Warrant Agreement) will expire if the Corporation has not completed its initial Business Combination by the Extended Date; and
WHEREAS, Section 9.8 of the Warrant Agreement provides that the Corporation may extend the duration of the Exercise Period pursuant to Section 3.2 of the Warrant Agreement without the consent of the Registered Holders (as defined in the Warrant Agreement).
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Defined Terms . Capitalized terms used but not otherwise defined herein shall have the meanings provided to such terms in the Warrant Agreement.
2. Extension of Exercise Period . Section 3.2 of the Warrant Agreement is hereby amended and restated in its entirety as follows:
3.2 Duration of Warrants . A Warrant may be exercised only during the period (the Exercise Period) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Corporation completes a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination, involving the Corporation and one or more businesses (a Business Combination), or (ii) the date that is twelve (12) months from the closing date of the Offering, and terminating at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Corporation completes its initial Business Combination, (y) the liquidation of the Corporation in accordance with the Corporations certificate of incorporation, as in effect from time to time, if the Corporation fails to complete a Business Combination by June 17, 2019, or (z) solely with respect to the Public Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the Expiration Date); provided , however , that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Corporation in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided , that the Corporation shall provide at least twenty (20) days prior written notice of any such extension to the Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all Warrants.
3. Miscellaneous Provisions .
3.1 Successors . All the covenants and provisions of this Amendment by or for the benefit of the Corporation or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
3.2 Applicable Law . The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
3.3 Counterparts . This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
3.4 Effect of Headings . The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
3.5 Severability . This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
MODERN MEDIA ACQUISITION CORP. | ||
By: |
/s/ Lewis W. Dickey, Jr. |
|
Name: | Lewis W. Dickey, Jr. | |
Title: | President and Chief Executive Officer | |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent and Transfer Agent | ||
By: |
/s/ |
|
Name: | ||
Title: |
Exhibit 10.1
AMENDMENT NO. 1 TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment ) is made as of February 13, 2019, by and between Modern Media Acquisition Corp., a Delaware corporation (the Corporation ), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee ). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on May 17, 2017, the Corporation consummated an initial public offering (the Offering ) of units of the Corporations equity securities, each such unit comprised of one share of the Corporations common stock, par value $0.0001 per share ( Common Stock ), one right to receive one-tenth of one share of Common Stock upon the consummation of the Corporations initial business combination, and one-half of one warrant to purchase one share of Common Stock;
WHEREAS, the Corporation entered into an Underwriting Agreement with Macquarie Capital (USA) Inc., as representative of the several underwriters named therein (the Underwriting Agreement );
WHEREAS, $209,070,000 of the gross proceeds of the Offering and sale of the Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the Trust Account ) for the benefit of the Corporation and the holders of the Corporations Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of May 17, 2017, by and between the Corporation and the Trustee (the Original Agreement );
WHEREAS, the Corporation has sought the approval of its Public Stockholders at a meeting of its stockholders to: (i) extend the date by which the Corporation must complete a business combination from February 17, 2019 to June 17, 2019 (the Extension Amendment ) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Corporation has not completed a business combination from February 17, 2019 to June 17, 2019 (the Trust Amendment );
WHEREAS, holders of at least sixty-five percent (65%) of the Corporations outstanding shares of common stock approved the Extension Amendment and the Trust Amendment; and
WHEREAS, the parties desire to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment of Trust Agreement . Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
Commence liquidation of the Trust Account only (x) after and promptly after receipt of, and only in accordance with, the terms of a letter from the Corporation ( Termination Letter ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Corporation by its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Chairman of the board of directors (the Board ) or other authorized officer of the Corporation, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the trust account deposits (which
interest shall be net of taxes payable and less up to $50,000 to the Corporation to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Corporations position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein or (y) on June 17, 2019, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the trust account deposits (which interest shall be net of any taxes payable and less up to $50,000 to the Corporation to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided , however , that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 17, 2019, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;
2. Miscellaneous Provisions .
2.1. Successors . All the covenants and provisions of this Amendment by or for the benefit of the Corporation or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability . This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law . The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.
2.4. Counterparts . This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
2.5. Effect of Headings . The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement . The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
Continental Stock Transfer & Trust Company, as Trustee | ||
By: |
/s/ |
|
Name: | ||
Title: | ||
Modern Media Acquisition Corp. | ||
By: |
/s/ Lewis W. Dickey, Jr. |
|
Name: | Lewis W. Dickey, Jr. | |
Title: | President and Chief Executive Officer |