Rimini Street, Inc 8-K, filed Mar 16, 2021
Rimini Street, Inc. (RMNI)
8-K
2021-03-16
For: 2021-03-16
View Original
Added on
April 10, 2026
About this 8-K
Rimini Street, Inc filed this 8-K on March 16, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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| ITEM 8.01 | OTHER EVENTS | ||||
On March 16, 2021, Rimini Street, Inc. (the “Company”) issued a notice of partial redemption calling for redemption on April 16, 2021 of 60,000 shares of its 13.00% Series A Preferred Stock at an aggregate redemption price of $62,343,000. The Company is funding the partial redemption with a portion of the proceeds from its two recent common stock offerings, which raised aggregate net proceeds of approximately $81 million. A copy of the notice is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Also on March 16, 2021, the Company issued a press release titled “Rimini Street, Inc. Announces Notice of $60 Million Face Value Redemption of Series A Preferred Stock.” A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated into this Item 8.01 by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
Exhibit No. | Exhibit Title | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
1
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: March 16, 2021 | By: | /s/ Seth A. Ravin | ||||||
| Name: Seth A. Ravin | ||||||||
| Title: Chief Executive Officer | ||||||||
2
Exhibit 99.1
 NOTICE OF PARTIAL REDEMPTION TO HOLDERS OF RIMINI STREET, INC.’S 13.00% SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (the “Series A Preferred Stock”) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Certificate of Designations that created the 13.00% Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”), Rimini Street, Inc. (the “Company”) has called for redemption, and will redeem, on April 16, 2021 (the “Redemption Date”) 60,000 shares (the “Redeemed Shares”) of its Series A Preferred Stock. The redemption price will be equal to $1,039.05 per Redeemed Share (the “Redemption Price”), which consists of the liquidation preference of $1,000 and a make-whole payment of $39.05. The shares will be redeemed on a pro rata basis. The Company will pay its regular quarterly dividend on all outstanding shares of Series A Preferred Stock on April 1, 2021. On or before the Redemption Date, the Company will deposit with Continental Stock Transfer & Trust Company, as paying agent, the funds equal to the redemption price in trust for the benefit of all holders of the Series A Preferred Stock. Dividends on the Redeemed Shares will cease to accrue on the Redemption Date. From and after the Redemption Date, the Redeemed Shares will no longer be deemed to be outstanding, without any action being required of the holders, and all rights of the holders in respect of the Redeemed Shares will terminate, except the right of the holders to receive, from and after the Redemption Date, the Redemption Price, without interest. Upon redemption of the shares of Series A Preferred Stock, no Convertible Notes issued in respect of such Series A Preferred Stock shall reflect any obligations in respect of such Redeemed Shares. Holders may convert some or all of the redeemed shares of Series A Preferred Stock prior to the Redemption Date into shares of the Company’s Common Stock in accordance with the terms and provisions of the Certificate of Designations of the Series A Preferred Stock. Unless specific direction is provided by the holder of Series A Preferred Stock to the contrary, the Redemption Price shall be paid by wire to the account reflected on the Company’s records for the Series A Preferred Stock. Questions relating to the redemption may be directed to Dean Pohl, VP, Investor Relations, Rimini Street, Inc., 1 475-350-4519, dpohl@riministreet.com. | |||||
| March 16, 2021 | RIMINI STREET, INC. | ||||
Exhibit 99.2
FOR IMMEDIATE RELEASE
Rimini Street, Inc. Announces Notice of $60 Million Face Value Redemption of Series A Preferred Stock
LAS VEGAS, March 16, 2021 – 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 it has elected to deliver, pursuant to early redemption rights, a notice to holders of the Company’s 13.00% Series A Convertible Preferred Stock (the “Series A Preferred Stock”), that the Company will redeem 60,000 shares of Series A Preferred Stock with a face value of $60 million (the “Redeemed Shares”) on April 16, 2021 (the “Redemption Date”).
This early redemption of $60 million face value of Series A Preferred Stock follows the Company’s repurchases of a total of $15.0 million face amount of Series A Preferred Stock in transactions closed in October 2020 and January 2021. The Company may redeem up to an additional $20 million face value of the Series A Preferred Stock in certain circumstances before July 19, 2021, and the remaining Series A Preferred Stock may be redeemed after July 19, 2021. Any remaining shares of the Series A Preferred Stock will become redeemable at the election of holders of a majority of the Series A Preferred Stock beginning July 19, 2023.
The redemption price will be $1,039.05 per Redeemed Share (the “Redemption Price”), which consists of the liquidation preference of $1,000 and a make-whole payment of $39.05.
From and after the Redemption Date, the Redeemed Shares will no longer be deemed to be outstanding, and all rights of the holders in respect of the Redeemed Shares will terminate, except the right of the holders to receive, from and after the Redemption Date, the Redemption Price, without interest.
Holders of Series A Preferred Stock may convert, prior to the Redemption Date, some or all of the Redeemed Shares into shares of the Company’s Common Stock in accordance with the terms and provisions of the Certificate of Designations of the Series A Preferred Stock.
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, more than 4,000 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
Rimini Street, Inc. Announces Notice of $60 Million Face Value Redemption of Series A Preferred Stock | Page 2 | ||||
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)
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 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 completion of the Series A Preferred Stock redemption on the terms and conditions described herein, the duration of and economic, operational and financial impacts on Rimini Street’s business of the COVID-19 pandemic, as well as the actions taken by governmental authorities, clients or others in response to the COVID-19 pandemic; catastrophic events that disrupt Rimini Street’s business or that of its current and prospective clients, 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 in the government inquiry or any new litigation; Rimini Street’s need and ability to raise additional equity or debt financing on favorable terms and Rimini Street’s ability to generate cash flows from operations to help fund increased investment in Rimini Street’s growth initiatives; the sufficiency of Rimini Street’s cash and cash equivalents to meet its liquidity requirements; the terms and impact of Rimini Street’s outstanding 13.00% Series A Preferred Stock; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; customer adoption of Rimini Street’s recently introduced products and services, including its Application Management Services (AMS), Rimini Street Advanced Database Security, and services for Salesforce Sales Cloud and Service Cloud products, in addition to other products and services Rimini Street expects to introduce in the near future; the loss of one or more members of Rimini Street’s management team; uncertainty as to the long-term value of Rimini Street’s equity securities; and those risks discussed under the heading “Risk Factors” in Rimini Street’s Annual Report on Form 10-K filed on March 3, 2021 and as updated from time to time by 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.
Investor Relations Contact
Dean Pohl
Rimini Street, Inc.
+1 925 523-7636
dpohl@riministreet.com
Media Relations Contact
Michelle McGlocklin
Rimini Street, Inc.
+1 925 523-8414
mmcglocklin@riministreet.com
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© 2021 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.