Transaction unlocks more than $95 million of cash flow over next three years
LAS VEGAS, June 18, 2018 – Rimini Street, Inc. (Nasdaq: RMNI), a global provider of enterprise software products and services, and the leading third-party support provider for Oracle and SAP software products, today announced it has entered into a binding agreement with a syndicate of investors, including a fourth round of equity participation by Rimini Street's largest shareholder, Adams Street Partners, to refinance its current credit facility with the issuance of $140 million of Series A convertible preferred stock and 2.9 million shares of common stock. Closing is subject to a shareholder vote and certain other customary closing conditions. Holders of a majority of the Company's common stock have agreed to vote in favor of the transaction, and the Company expects the transaction to close in the third quarter of 2018.
The transaction is expected to unlock more than $95 million of cash flow over the next three years as compared to the current credit facility. The transaction extends the expected financing maturity from 2020 for the current credit facility to 2023 for the new financing, when the preferred equity may be redeemed by the holders in full.
The Series A convertible preferred stock is subject to an original issuance discount of 5%, has a conversion price of $10.00 per common share (representing a 72% premium over the $5.83 closing price per common share on June 15, 2018), a cash dividend of 10% per annum paid quarterly and a payment-in-kind (PIK) dividend of 3% per annum capitalized quarterly. Rimini Street may redeem for cash up to $80 million of the convertible preferred equity under certain circumstances within the initial three years, subject to 'make whole' dividends for that period, and after three years may redeem all of the preferred equity or force its conversion into common stock under certain circumstances.
Rimini Street will also issue approximately 2.9 million shares of common stock to the investors, and the redemption obligations of the company will be secured by promissory notes. Additional material terms of the financing, including when the promissory notes may replace the preferred stock, can be found in the Company's SEC filings.
"Rimini Street has delivered 49 consecutive quarters of revenue growth by providing value-driven, innovative support solutions and exceptional service that meet the support service needs of enterprise software licensees worldwide," said Seth A. Ravin, Rimini Street CEO. "This $140 million Series A convertible preferred equity transaction achieves one of our stated 2018 financial priorities by replacing our current credit facility with an equity instrument that provides the Company a significantly lower cost of capital over the next three years, and more operational flexibility to invest in new products, services and growth."
Cowen served as exclusive financial advisor and placement agent to Rimini Street. Gibson Dunn & Crutcher LLP acted as legal counsel to Rimini Street.