GLOBAL EAGLE ENTERTAINMENT INC. Item 8.01 Other Events.
As previously disclosed, on
On
(1) Any purchase, sale, or other transfer of the Company's equity securities in
violation of the Procedures will be null and void ab initio as an act in
violation of the automatic stay under sections 362 and 105(a) of the
Bankruptcy Code.
(2) Any person or entity (as defined in Treasury Regulations
Section 1.382-3(a)(l)) who currently is or becomes a Substantial Shareholder
(as defined in Paragraph (6) below) must file with the Bankruptcy Court , and
serve on: (a) counsel to the Company, (i) Latham & Watkins LLP , 885 Third
Avenue , New York, New York 10022 (Attn: George A. Davis
(george.davis@lw.com)) and 355 South Grand Avenue , Suite 100, Los Angeles,
California 90071 (Attn: Ted A. Dillman (ted.dillman@lw.com), Helena G.
Tseregounis (helena.tseregounis@lw.com), and Nicholas J. Messana
(nicholas.messana@lw.com)) and (ii) Young Conaway Stargatt & Taylor, LLP ,
Rodney Square , 1000 North King Street , Wilmington, Delaware 19801 (Attn:
Michael R. Nestor (mnestor@ycst.com), Kara Hammond Coyle (kcoyle@ycst.com),
and Betsy L. Feldman (bfeldman@ycst.com)); (b) counsel to the Ad Hoc First
Lien Group , (i) Gibson, Dunn & Crutcher LLP , 200 Park Avenue , New York, New
York 10166 (Attn: Scott J. Greenberg (sgreenberg@gibsondunn.com) and Michael
J. Cohen (mcohen@gibsondunn.com)) and (ii) Pachulski, Stang, Ziehl & Jones
LLP , 919 North Market Street # 1700, Wilmington, Delaware 19801 (Attn: Laura
Davis Jones (ljones@pszjlaw.com)); and (c) proposed counsel to the official
committee of unsecured creditors, (i) Akin Gump Strauss Hauer & Feld LLP , One
Bryant Park , Bank of America Tower , New York, New York 10036 (Attn: Philip C.
Dublin (pdublin@akingump.com) and Jason P. Rubin (jrubin@akingump.com)) and
(ii) Ashby & Geddes, P.A ., 500 Delaware Avenue , 8th Floor, Wilmington, DE
19801 (Attn: William P. Bowden (wbowden@ashbygeddes.com) and Michael D.
DeBaecke (mdebaecke@ashbygeddes.com)) (collectively, the "Notice Parties"), a
notice of such status, in the form of Exhibit 1 to the Order, on or before
the later of (x) 20 calendar days after the date of the Notice of Final Order
and (y) 10 calendar days after becoming a Substantial Shareholder.
(3) At least 14 calendar days before effectuating any transfer of equity
securities (including Options to acquire such securities, as defined in
Paragraph (6) below) that would result in an increase in the amount of Stock
(as defined in Paragraph (6) below) beneficially owned by a Substantial
Shareholder or would result in a person or entity becoming a Substantial
Shareholder, such Substantial Shareholder (or person or entity that may
become a Substantial Shareholder) must file with the Bankruptcy Court , and
serve on the Notice Parties, advance written notice, in the form of Exhibit 2
attached to the Order, of the intended transfer of equity securities.
(4) At least 14 calendar days before effectuating any transfer of equity
securities (including Options to acquire such securities) that would result
in a decrease in the amount of Stock beneficially owned by a Substantial
Shareholder or would result in a person or entity ceasing to be a Substantial
Shareholder, such Substantial Shareholder must file with the Bankruptcy
Court , and serve on the Notice Parties, advance written notice, in the form
of Exhibit 3 attached to the Order, of the intended transfer of equity
securities (the notices required to be filed and served under Paragraph
(3) and this Paragraph (4), each a "Notice of Proposed Transfer").
(5) The Company will have seven calendar days after receipt of a Notice of
Proposed Transfer to file with the Bankruptcy Court and serve on such
Substantial Shareholder (or person or entity that may become a Substantial
Shareholder) an objection to any proposed transfer of equity securities
described in the Notice of Proposed Transfer on the grounds that such
transfer may adversely affect the Company's ability to utilize its tax
attributes. If the Company files an objection, such transaction will not be
effective unless approved by a final and non-appealable order of the
Bankruptcy Court . If the Company does not object within such seven-day
period, such transaction may proceed solely as set forth in the Notice of
Proposed Transfer. Further transactions within the scope of this Paragraph
(e) must be the subject of additional notices as set forth herein, with an
additional seven-day waiting period.
(6) For purposes of the Procedures, (i) a "Substantial Shareholder" is any person
or entity (as defined in Treasury Regulations Section 1.382-3(a)) which
beneficially owns at least 4.5% of all issued and outstanding shares (equal
to, as of the Petition Date, approximately 168,921 shares) of the common
stock of the Company (the "Stock"), and (ii) "ownership" (or any variation
thereof of the Stock and Options to acquire the Stock) will be determined in
accordance with applicable rules under Section 382 of title 26 of the United
States Code, the Internal Revenue Code of 1986, as amended, Treasury
Regulations promulgated thereunder, and rulings issued by the United States
Internal Revenue Service , and thus, to the extent provided therein, from time
to time will include, without limitation, (x) direct and indirect ownership
(e.g., a holding company would be considered to beneficially own all shares
owned or acquired by its subsidiaries); (y) ownership by the holder's family
members and persons acting in concert with the holder to make a coordinated
acquisition of stock; and (z) ownership of an Option to acquire the Stock,
but only to the extent such Option is treated as exercised under Treasury
Regulations Section 1.382-4(d). An "Option" to acquire stock includes all
interests described in Treasury Regulations Section 1.382-4(d)(9), including
any contingent purchase, warrant, convertible debt, put, stock subject to
risk of forfeiture, contract to acquire stock, or similar interest,
regardless of whether it is contingent or otherwise not currently
exercisable.
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The foregoing description of the Order is a summary and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Order. A copy of the Order may be obtained by following the instructions in the Notice of Final Order.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Notice of Final Order (I) Establishing Notice and Hearing
Procedures For Trading of Global Eagle Entertainment Inc. Equity
Securities and (II) Granting Related Relief, dated as of August 31,
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