rmni-20220531

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


			June 1, 2022 (May 31, 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 May 31, 2022, Rimini Street, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated July 20, 2021 and by Amendment No. 2 thereto dated January 14, 2022 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among, inter alia, 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 increase the aggregate value of shares of common stock, par value $0.0001 per share (“Common Stock”), that can be repurchased by the Company. Such repurchases shall not exceed the greater of (i) $12,500,000 (increased from $7,500,000) and 25% (increased from 12.5%) of LTM Consolidated EBITDA (as defined in the Credit Agreement) during any fiscal year and (ii) $50,000,000 (increased from $15,000,000) and 100% (increased from 25%) of LTM Consolidated EBITDA during the term of the Credit Agreement, 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.

In connection with its approval of the Amendment, the Company’s Board of Directors (the “Board”) also authorized an expansion of the Company’s previously announced stock repurchase program, as further described under Item 8.01 of this Current Report.


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 7.01			REGULATION FD DISCLOSURE

On June 1, 2022, the Company issued a press release titled “Rimini Street Announces Increase to Common Stock Repurchase Plan of up to $50 Million and $5 Million Repayment of Outstanding Term Loan.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, as amended nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


ITEM 8.01			OTHER EVENTS

In connection with its approval of the Amendment, the Board approved a modification of the Company’s previously announced stock repurchase program to authorize the repurchase of up to $50.0 million of Common Stock (increased from $15.0 million) both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, through June 1, 2026 (previously, through March 4, 2024), subject to compliance with the Credit Agreement, as amended, and other applicable legal requirements.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Exhibit Title

10.1						Amendment No. 3 dated as of May 31 , 2022 to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated as of July 20, 2021 and Amendment No. 2 dated January 14, 2022, by and among Rimini Street, Inc., as borrower, certain subsidiaries of Rimini Street, Inc., as guarantors, the lenders party thereto, Capital One, National Association, as a lender and administrative agent for all lenders, and the financial institutions identified on the signature pages thereto
99.1						P ress R elease Dated June 1 , 2022 T itled “Rimini Street Announces Increase to Common Stock Repurchase Plan of up to $50 Million and $5 Million Repayment of Outstanding Term Loan ” (Furnished Only)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 1, 2022

By:

/s/ Seth A. Ravin

Name: Seth A. Ravin

Title: Chief Executive Officer

Exhibit 10.1

Execution Version

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as of May 31, 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, as amended by Amendment No. 2 to Credit Agreement dated as of January 14, 2022, 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. 3 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 $12,500,000 and 25.0% of LTM Consolidated EBITDA and (y) during the term of this Agreement shall not exceed the greater of $50,000,000 and 100.0% 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. 3 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. 3 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. 3 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. 3 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. 3 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. 3 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.

(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. 3 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]

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. 3]

CAPITAL ONE, NATIONAL ASSOCIATION, as Agent and a Lender

By:

/s/ Matthew Giamalis

Name: Matthew Giamalis

Title: Duly Authorized Signatory

[Credit Agreement Amendment No. 3]

FIFTH THIRD BANK, NATIONAL

ASSOCIATION, as a Lender

By:

/s/ Nick Meece

Name: Nick Meece

Title: Associate

[Credit Agreement Amendment No. 3]

Exhibit 99.1

FOR IMMEDIATE RELEASE

Rimini Street Announces Stock Repurchase Plan Increase from $15 Million to $50 Million and $5 million Prepayment on Its Outstanding Term Loan

Company reported strong operating cash flow, record cash and a net cash position exceeding debt by over $71 million as of March 31, 2022

LAS VEGAS, June 1, 2022 – Rimini Street, Inc. (Nasdaq: RMNI), a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner, today announced that its Board of Directors has authorized an increase to its previously announced common stock repurchase program from up to $15 million over two years to up to $50 million over the next four years. Additionally, the Company has prepaid $5 million of indebtedness outstanding under its term loan on May 31, 2022 with no prepayment penalty, leaving an approximate loan balance of $81.6 million as of June 1, 2022.

Correspondingly, the Company’s credit agreement was also amended to increase the aggregate value of shares of Company common stock that can be repurchased. For more information on the credit agreement amendment, please refer to the Company’s Current Report on Form 8-K filed today and available on Rimini Street’s Investor Relations site at https://investors.riministreet.com/.

“During fiscal year 2021 and the first quarter ended March 31, 2022, we generated strong operating cash flow of more than $112 million, resulting in a record cash balance of more than $158 million and a record net cash position as of March 31, 2022. Taking these and additional factors into consideration, the Company’s executive leadership and Board of Directors decided it was appropriate to increase the previously announced stock repurchase program to further enhance shareholder value,” stated Michael L. Perica, Rimini Street chief financial officer. “In

Rimini Street Announces Increased Stock Repurchase Plan and a Debt Prepayment

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addition, we have prepaid $5 million of outstanding indebtedness under our term loan to further reduce debt and related carrying costs. We remain confident the Company will be able to continue to fund growth, return capital to our shareholders and decrease our debt obligations and related carrying costs.”

The common stock repurchases may be effected through open market purchases, including through the use of Rule 10b5-1 trading plans, or privately negotiated transactions. The timing and amount of common stock repurchases made pursuant to the repurchase program are subject to various factors, including, but not limited to, the company's common stock trading price, regulatory requirements, credit agreement covenants, general market conditions and alternative uses of capital. The Company is not, however, required to acquire any particular amount of common stock at a specific time or price, and repurchases can be discontinued at any time.

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products and a Salesforce partner. The Company offers premium, ultra-responsive and integrated application management and support services that enable enterprise software licensees to save significant costs, free up resources for innovation and achieve better business outcomes. To date, nearly 4,700 Fortune 500, Fortune Global 100, midmarket, public sector and other organizations from a broad range of industries have relied on Rimini Street as their trusted application enterprise software products and services provider. To learn more, please visit http://www.riministreet.com, follow @riministreet on Twitter and find Rimini Street on Facebook and LinkedIn. (IR-RMNI)

Rimini Street Announces Increased Stock Repurchase Plan and a Debt Prepayment

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Investor Relations Contact

Dean Pohl

Rimini Street, Inc.

+1 (925) 523-7636

[email protected]

Forward-Looking Statements

Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding our expectations of future events, future opportunities, global expansion and other growth initiatives and our investments in such initiatives. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding Rimini Street’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program; the impact of our credit facility’s ongoing debt service obligations and financial and operational covenants on our business and related interest rate risk, including uncertainty from the discontinuance of LIBOR and transition to any other interest rate benchmarks; the duration of and operational and financial impacts on our business of the COVID-19 pandemic and related economic impact, as well as the actions taken by governmental authorities, clients or others in response to the continuance of the pandemic; catastrophic events that disrupt our business or that of our current and prospective clients, including terrorism and geopolitical actions; changes in the business environment in which Rimini Street operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Rimini Street operates; adverse developments in pending litigation or any new litigation; our need and ability to raise additional equity or debt financing on favorable terms and our ability to generate cash flows from operations to help fund increased investment in our growth initiatives; the sufficiency of our cash and cash equivalents to meet our liquidity requirements, including under our credit facility; our ability to maintain an effective system of internal control over financial reporting and our ability to remediate any identified material weaknesses in our internal controls; changes in laws and regulations, including changes in tax laws or unfavorable outcomes of tax positions we take, or a failure by us to establish adequate reserves for tax events; competitive product and pricing activity; challenges of managing growth profitably; the customer adoption of our recently introduced products and services, including our Application Management Services (AMS) offerings, in addition to other products and services we expect to introduce in the future; the loss of one or more members of Rimini Street’s management team; our ability to attract and retain qualified personnel; uncertainty as to the long-term value of Rimini Street’s equity securities; the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor supplied software support and managed services; our ability to prevent unauthorized access to our information technology systems and other cybersecurity threats, protect the confidential information of our employees and clients and comply with privacy and data protection regulations; and those discussed under the headings “Risk Factors” and “Cautionary Note About Forward-Looking Statements” in Rimini Street’s Quarterly Report on Form 10-Q filed on May 4, 2022, and as updated from time to time by Rimini Street’s future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings by Rimini Street with the Securities and Exchange Commission. In addition, forward-looking statements provide Rimini Street’s expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause Rimini Street’s assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street’s assessments as of any date subsequent to the date of this communication.

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© 2022 Rimini Street, Inc. All rights reserved. “Rimini Street” is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein.