PLBY GROUP, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
All prepayments described above will also reduce the Company's cash maintenance covenants under the Existing Credit Agreement on a dollar-for-dollar basis. The other terms of the Existing Credit Agreement will remain substantially unchanged from the second amendment of the Existing Credit Agreement. The Company paid certain fees and expenses in connection with the Third Amendment.
The foregoing description of the Third Amendment and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01 Other Events.
On
The Rights Offering is currently expected to commence promptly after
The Rights Offering will include an over-subscription right to permit each rights holder that exercises its basic subscription right in full to purchase additional shares of Common Stock (if any) that remain unsubscribed at the expiration of the Rights Offering. The availability of the over-subscription right will be subject to certain terms and restrictions to be set forth in the prospectus supplement. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares of Common Stock offered in the Rights Offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective over-subscription rights based on the basic subscription amounts of such holders.
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A copy of the press release related to the Rights Offering is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. In addition, on
Forward Looking Statements
This report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The Company's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's cash burden of debt, capital structure, flexibility, long term-strategy and investment in growth regarding the proposed Rights Offering and the Third Amendment, including the anticipated proceeds from the proposed Rights Offering and the use of such proceeds, and the Company's plans, projections and expectations regarding the proposed Rights Offering, including the size, timing, price, and any intended participation of certain persons.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from those discussed in
the forward-looking statements. Factors that may cause such differences include
prevailing market conditions, the Company's ability to launch the Rights
Offering as expected, whether stockholders of record will exercise their rights
to purchase common stock and the amount subscribed, and whether the Company will
be able to successfully complete the Rights Offering, in addition to (without
limitation): (1) the impact of the COVID-19 pandemic on the Company's business
and acquisitions; (2) the inability to maintain the listing of the Company's
shares of common stock on Nasdaq; (3) the risk that the Company's business
combination, acquisitions or any proposed transactions disrupt the Company's
current plans and/or operations, including the risk that the Company does not
complete any such proposed transactions or achieve the expected benefits from
them; (4) the ability to recognize the anticipated benefits of the business
combination, acquisitions, commercial collaborations, commercialization of
digital assets and proposed transactions, which may be affected by, among other
things, competition, the ability of the Company to grow and manage growth
profitably, and retain its key employees; (5) costs related to being a public
company, acquisitions, commercial collaborations and proposed transactions; (6)
changes in applicable laws or regulations; (7) the possibility that the Company
may be adversely affected by global hostilities, supply chain disruptions,
inflation, interest rates, foreign currency exchange rates or other economic,
business, and/or competitive factors; (8) risks relating to the uncertainty of
the projected financial information of the Company; (9) risks related to the
organic and inorganic growth of the Company's business, and the timing of
expected business milestones; and (10) other risks and uncertainties indicated
from time to time in the Company's annual report on Form 10-K, including those
under "Risk Factors" therein, and in the Company's other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1* Amendment No. 3 to Credit and Guaranty Agreement, dated as of December 6, 2022 ,
by and among PLBY Group, Inc. , Playboy Enterprises, Inc. , each guarantor party
thereto, the lenders party thereto, and Acquiom Agency Services LLC , as the
administrative agent and the collateral agent.
99.1 Press Release, dated December 7, 2022 , regarding the Rights Offering.
99.2 Press Release, dated December 7, 2022 , regarding the Third Amendment.
* The schedules and exhibits to this Exhibit have been omitted. The Company
agrees to furnish a copy of the omitted schedules and exhibits to the
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