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SFX Entertainment, INC Form 8-K Current Report Filed 2016-01-21

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SFX Entertainment, INC Form 8-K Current Report Filed 2016-01-21 SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2016-01-21 | Period of Report: 2016-01-14 SEC Accession No. 0001104659-16-090844 (HTML Version on secdatabase.com) FILER SFX Entertainment, INC Mailing Address Business Address 902 BROADWAY 902 BROADWAY CIK:1553588| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 15TH FLOOR 15TH FLOOR Type: 8-K | Act: 34 | File No.: 001-36119 | Film No.: 161354176 NEW YORK NY 10010 NEW YORK NY 10010 SIC: 7900 Amusement & recreation services 646-561-6400 Copyright © 2016 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Date of report (Date of earliest event reported): January 14, 2016 SFX Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36119 90-0860047 (Commission File Number) (IRS Employer Identification No.) 902 Broadway, 15th Floor New York, New York 10010 (Address of principal executive offices) (Zip Code) (646) 561-6400 (Registrants telephone number, including area code) (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 (see General Instruction A.2.): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01 Entry into a Material Definitive Agreement. On January 14, 2015, SFX Entertainment, Inc., a Delaware corporation (the Company), SFXE Netherlands Holdings Cooperatief U.A., a wholly-owned subsidiary of the Company, as borrower (the Borrower), and certain of the Companys German and Dutch subsidiaries, as guarantors, entered into a facility agreement (the Facility Agreement), dated as of January 14, 2015, with Catalyst Fund Limited Partnership V, as lender (the Lender), and Catalyst Media Cooperatief U.A., as facility and security agent, which provides for a $20.0 million credit facility (the Facility). At the closing the Borrower borrowed $20.0 million under the Facility. Interest Rate. Interest under the Facility is payable at the rate of 20.00% per annum. Interest is payable in arrears at the end of each calendar month. Security/Guarantors. The Facility is guaranteed by the following wholly-owned subsidiaries of the Borrower: SFXE Netherlands Holdings B.V., SFX Europe B.V., ID&T Holding B.V., ID&Q Licenties B.V., Q-Licenties V.O.F., ID & T Trademark B.V., Q-Dance Licenties B.V., DTW Holding B.V., i-Motion GmbH Events & Communication, B2S Licenties B.V., B2S Management B.V., and SFXE International Holdings C.V (together, the Guarantors). The Guarantors include Dutch and German operating companies and intellectual property holding companies. The Facility is secured, subject to certain exceptions, by a first-priority security interest in substantially all of the assets and property of the Borrower and the Guarantors. The Borrower has agreed to add as guarantors following closing Paylogic Holding B.V. and Monumental Productions B.V. as well as certain Canadian subsidiaries of the Company. Under certain conditions, the Lender may require the Borrower to add additional subsidiary guarantors as parties to the Facility Agreement. Maturity. The Facility will mature on January 16, 2017. The Borrower may prepay the $20.0 million obligation at any time subject to the payment of a $1.5 million termination fee. Covenants. The Facility contains customary affirmative covenants including covenants related to financial statements and other information, collateral reporting, notices of material events, conduct of the business, payment of obligations, maintenance of properties and insurance, submission to certain inspections, compliance with laws and agreements, use of proceeds, subsidiary guarantees, cash management, and additional collateral and further assurances. The Facility also contains customary negative covenants that, subject to certain exceptions, generally limit the ability to incur debt, create liens, make restricted payments, make certain investments, prepay or redeem certain debt, enter into certain transactions with affiliates, enter into restrictions on distributions from subsidiaries, and enter into certain merger or asset sale transactions. Events of Default. The Facility contains customary events of default for an agreement of this type. If an event of default under the Facility occurs and is continuing, the facility and security agent may, and at the request of lenders holding more than 50.0% of the sum of the outstanding amounts and unused commitments under the Facility, take any or all of the following actions: (i) declare all outstanding obligations under the Facility to be immediately due and payable, (ii) terminate all commitments under the Facility or (iii) exercise the rights and remedies available under the Facility and any related loan documents. In addition, an event of default may occur, at the election of the Lender, if the Company or any of its subsidiaries do not pay material debts as such debts become due or any bankruptcy, insolvency, liquidation or similar proceeding is instituted by or against any such party. The repayment of loans under the Facility in connection with an event of default arising from a change of control of the Company is required to be accompanied by a $1.5 million prepayment premium. The foregoing description of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be attached as an exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 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 above in Item 1.01 - Entry into a Material Definitive Agreement of this Current Report is incorporated herein by reference. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release dated January 15, 2016 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SFX ENTERTAINMENT, INC. Date: January 20, 2016 By: /s/ Robert F.X. Sillerman Robert F.X. Sillerman Chief Executive Officer and Director 4 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 FOR IMMEDIATE RELEASE: SFX ENTERTAINMENT CLOSES $20 MILLION FINANCING New York, January 15, 2016 SFX Entertainment, Inc. (NASDAQ: SFXE) (the Company) announced that it has secured $20 million in new financing for itself and certain of its operating subsidiaries, obtaining capital for its working and general corporate purposes. Additional details of the above noted transaction will be available in a Form 8-K that the Company will file with the U.S. Securities and Exchange Commission in the next few days. About SFX Entertainment SFX Entertainment, Inc. (NASDAQ: SFXE) is the largest global producer of live events and digital entertainment content focused exclusively on electronic music culture (EMC) and other world-class festivals. SFXs mission is to provide electronic music fans with the best possible live experiences, music discovery, media and digital connectivity. SFX was borne out of the technology revolution and produces and promotes a growing portfolio of live events that includes leading brands such as Tomorrowland, TomorrowWorld, Mysteryland, Sensation, Stereosonic, Electric Zoo, Disco Donnie Presents, Life in Color, Rock in Rio, Nature One, Mayday, Decibel, Q-Dance, Awakenings, and React Presents, as well as the innovative ticketing services Flavorus and Paylogic. SFX also owns and operates Beatport, the trusted global home of electronic music where fans, DJs, and creators connect, discover, and participate in the evolution of dance music culture. Forward-looking Statements This press release contains forward-looking statements regarding our business strategy and plans, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: our ability to integrate the companies we have acquired; our belief that the EMC community will grow; our ability to increase the number of festivals and events we produce and their attendance; our ability to pay our debts and meet our liquidity needs; competition; our ability to manage growth and geographically dispersed operations; and our ability to grow our online properties. We refer you to the documents we file from time to time with the U.S. Securities and Exchange Commission, specifically the section titled Item 1A. Risk Factors of our most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date.
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