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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 Exchange Act of 1934
January 18, 2022 (January 14, 2022)
Date of Report (date of earliest event reported)

Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-37397 36-4880301
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
 
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
 
(702) 839-9671
(Registrant’s telephone number, including area code)
 
N/A
(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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Trading Symbol(s) Name of each exchange on which registered:
Common Stock, par value $0.0001 per share RMNI The Nasdaq Global Market
Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant RMNIU  OTC Pink Current Information Marketplace
Warrants, exercisable for one share of Common Stock, $0.0001 par value RMNIW OTC Pink Current Information Marketplace

 
Indicate by check mark whether the registrant is an emerging growth company 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

On January 14, 2022, Rimini Street, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated July 20, 2021 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company as guarantors, the lenders party thereto and Capital One, National Association, as a lender and administrative agent.

The Credit Agreement was amended to (a) increase from $10,000,000 to $15,000,000 the aggregate value of shares of common stock, par value $0.0001 per share (“Common Stock”), that can be repurchased by the Company during the term of the Credit Agreement and (b) clarify that the Company may repurchase shares of Common Stock from any holder thereof, provided that all other applicable conditions are satisfied, and other conforming amendments.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

The representations, warranties and covenants contained in the Amendment and in the Credit Agreement were made only for the Credit Agreement, as amended, and as of the specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications and limitations and schedules agreed upon by the parties in connection with the negotiated terms. Accordingly, the Amendment is incorporated herein by reference only to provide investors with information regarding the terms of the Amendment and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d)    Exhibits.

Exhibit No.
Exhibit Title
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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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.

 
  RIMINI STREET, INC.
     
     
Dated: January 18, 2022
By: /s/ Seth A. Ravin
    Name:  Seth A. Ravin
    Title:  Chief Executive Officer

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Exhibit 10.1
Execution Version
AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of January 14, 2022, is entered into by and among RIMINI STREET, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”).
RECITALS:
WHEREAS, Borrower, the Lenders party thereto from time to time and the Agent, entered into a Credit Agreement, dated as of July 2, 2021 (as amended by Amendment No. 1 to Credit Agreement dated as of July 20, 2021, among, inter alia, Borrower, the Lenders party thereto and Agent, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement, as amended hereby;
WHEREAS, Borrower, the Lenders party hereto (constituting Required Lenders) and Agent, desire to amend the Credit Agreement, in accordance with Section 10.1 of the Credit Agreement, as set forth herein subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
Effective as of the Amendment No. 2 Effective Date (as defined below), each of the parties hereto agrees that Section 6.8(b) of the Credit Agreement shall be amended and restated in its entirety as follows:
“(b) the Borrower may purchase, redeem, retire or otherwise acquire for value any of its Stock from (A) Adams Street Partners and GP Investment Acquisition Corp., (B) current or former directors, officers, employees, members of management, managers or consultants of the Borrower or any subsidiary (or their respective immediate family members) (and/or make payments on promissory notes issued by Borrower pursuant to Section 6.5(r)) and (C) any other holder of any of its Stock; provided all of the following conditions are satisfied:
(i)    no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment; and
(ii)    the aggregate Restricted Payments permitted under this paragraph (b) (x) in any Fiscal Year of the Borrower shall not exceed the greater of $7,500,000 and 12.5% of LTM Consolidated EBITDA and (y) during the term of this Agreement shall not exceed the greater of $15,000,000 and 25% of LTM Consolidated EBITDA; provided, that, for the avoidance of doubt, to the extent constituting a Restricted Payment under this Section 6.8(b), the Borrower may enter into and consummate any transaction permitted pursuant to Section 6.4;”
SECTION 2. REPRESENTATIONS AND WARRANTIES
In order to induce the Agent and the Lenders party hereto to enter into this Amendment, Borrower represents and warrants to the Agent and the Lenders, on the Amendment No. 2 Effective Date, that the following statements are true and correct:

2.1    Due Authorization. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of Borrower.
2.2    Binding Obligation. This Amendment has been duly executed and delivered by the Borrower and is the legally valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
2.3    No Default. Both immediately prior to and after the Amendment No. 2 Effective Date, no Default or Event of Default exists under the Loan Documents.
2.4    Representations and Warranties. Both immediately prior to and after the Amendment No. 2 Effective Date, all representations and warranties by any Credit Party contained in the Credit Agreement or in any other Loan Document are true or correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).
SECTION 3. CONDITIONS PRECEDENT
3.1     Conditions Precedent to Effectiveness of the Amendment. The Amendment provided for hereby shall become effective as of the date (the “Amendment No. 2 Effective Date”) on which the following conditions have been satisfied:
(a)    The Agent shall have received counterparts of this Amendment executed by the Borrower, the Lenders party hereto and the Agent.
(b)    The Agent shall have received payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of Paul Hastings LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement to the extent invoiced and to the extent provided for, and in accordance with, Section 10.5 of the Credit Agreement.
The Agent and each Lender, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Agent or Lenders, as applicable on the Amendment No. 2 Effective Date.
SECTION 4. MISCELLANEOUS
4.1    Reference to and Effect on the Credit Agreement and the Other Loan Documents.
(a)    On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment is hereby designated as a Loan Document for all purposes of the Loan Documents.
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(b)    Except as expressly set forth herein, no other amendments, changes or modifications to the Credit Agreement and each other Loan Document are intended or implied, and in all other respects the Credit Agreement and each other Loan Document are and shall continue to be in full force and effect and are hereby in all respects specifically ratified, restated and confirmed by all parties hereto as of the Amendment No. 2 Effective Date and Borrower shall not be entitled to any other further amendment by virtue of the provisions of this Amendment or with respect to the subject matter of this Amendment. To the extent of conflict between the terms of this Amendment and the other Loan Documents, the terms of this Amendment shall control. The Credit Agreement and this Amendment shall be read and construed as one agreement.
(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, Agent or Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
4.2    Binding Effect. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4.3    Governing Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).
4.4    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.
4.5    Headings. The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.
[remainder intentionally left blank]

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    IN WITNESS THEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 
RIMINI STREET, INC., as Borrower
     
By: /s/ Seth A. Ravin
    Name: Seth A. Ravin
    Title: Chairman and Chief Executive Officer





[Credit Agreement Amendment No. 2]

 
CAPITAL ONE, NATIONAL ASSOCIATION, as Agent and a Lender
     
By: /s/ Nirmal Bivek
    Name: Nirmal Bivek
    Title: Duly Authorized Signatory





[Credit Agreement Amendment No. 2]
 
FIFTH THIRD BANK, NATIONAL
ASSOCIATION, as a Lender
     
By: /s/ Nick Meece
    Name: Nick Meece
    Title: Officer







[Credit Agreement Amendment No. 2]