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Item 1.01.
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Entry into a Material Definitive
Agreement.
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Eighth Amendment to PNC Revolving
Credit, Term Loan and Security Agreement
On March 21,
2017, EVINE Live Inc. (the “Company”) entered into the Eighth Amendment (the “Eighth Amendment”) to
the Revolving Credit, Term Loan and Security Agreement, as previously amended (the “PNC Credit Agreement”), among
the Company, as lead borrower, and certain of its subsidiaries as borrowers, and PNC Bank, National Association
(“PNC”), a member of The PNC Financial Services Group, Inc. (NYSE: PNC), as lender and agent. Among other things,
the Eighth Amendment authorized the increase of the principal amount of the term loan by $6,000,000 (the “Increased
Amount”), extended the term of the PNC Credit Agreement from May 1, 2020 to March 21, 2022, and authorized the proceeds
from the Increased Amount, along with $3,500,000 of the Company’s cash on hand, to be used for a voluntary prepayment
(the “Prepayment”) of the GACP Credit Agreement (as defined below) in an aggregate principal amount of
$9,500,000 (plus interest and fees).
The foregoing description
of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the Eighth Amendment,
which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. A copy of the PNC Credit Agreement is filed
as Exhibit 10.1 to the Company’s Form 8-K filed on February 10, 2012, a copy of the First Amendment to the
PNC Credit Agreement is filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 7, 2013, a copy of the
Second Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to the Company’s Form 10-Q filed on September 6,
2013, a copy of the Third Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to the Company’s Form 8-K
filed on February 5, 2014, a copy of the Fourth Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to the Company’s
Form 8-K filed on March 9, 2015, a copy of the Fifth Amendment to the PNC Credit Agreement is filed as Exhibit 10.1 to the
Company’s Form 8-K filed on October 13, 2015, a copy of the Sixth Amendment to the PNC Credit Agreement is filed as Exhibit
10.1 to the Company’s Form 8-K filed on March 10, 2016, and a copy of the Seventh Amendment to the PNC Credit Agreement is
filed as Exhibit 10.3 to the Company’s Form 10-Q filed on November 30, 2016, each of which is also incorporated by reference
herein.
Second Amendment to GACP Term Loan
Credit and Security Agreement
On March 21, 2017,
the Company, as lead borrower, and certain of its subsidiaries as borrowers (collectively, the “Borrowers”),
entered into
the Second Amendment (the “Second Amendment”) to the Term Loan Credit and Security Agreement, as amended (the “GACP
Credit Agreement”), among the Borrowers,
the lenders from time to time party thereto (collectively, the “GACP
Lenders”) and GACP Finance Co., LLC, as agent for the GACP Lenders.
Among other things,
the Second Amendment authorized the Company to make the Prepayment and, in connection therewith, granted a waiver of the prior
written notice required by the GACP Credit Agreement.
The foregoing description
of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment,
which is filed as Exhibit 10.2 hereto and is incorporated by reference herein. A copy of the GACP Credit Agreement is filed
as Exhibit 10.2 to the Company’s Form 8-K filed on March 10, 2016 and a copy of the First Amendment to the GACP Credit Agreement
is filed as Exhibit 10.4 to the Company’s Form 10-Q filed on November 30, 2016, each of which is also incorporated by reference
herein.
First Amended and Restated Option
On September 14, 2016,
EVINE Live Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”)
with certain accredited investors pursuant to which it agreed to sell (i) shares of the Company’s common stock, (ii) warrants
to purchase shares of the Company’s common stock, and (iii) certain options to purchase additional shares of, and warrants
to purchase shares of, the Company’s common stock. The Company previously disclosed the details of this transaction (the
“Transaction”) by current report on Form 8-K filed September 15, 2016.
On March 16, 2016,
the Company entered into a First Amended and Restated Option (the “Amended Option”) with TH Media Partners, LLC, one
of the investors in the Transaction (the “Investor”). Under the terms of the Amended Option, the Investor has the right
to exercise its option to purchase shares of the Company in two tranches. The first tranche reflects rights to purchase 150,000
shares of the Company’s common stock, which are issuable in the form of 100,000 common shares and a warrant to purchase an
additional 50,000 common shares. The first tranche must be exercised on or before March 16, 2017. The purchase price of the shares
issuable upon exercise shall be a price per share equal to the volume weighted average price of the Company’s common stock
on the Company’s principal trading market during the five trading days immediately prior to the exercise. The exercise price
of the warrant will be a price per share equal to a 50% premium to the closing price of the Company’s common stock on the
Company’s principal trading market on the trading day immediately preceding the exercise of such warrant.
The second tranche
reflects rights to purchase up to 1,073,945 shares of the Company’s common stock, which are issuable in the form of 715,963
common shares and a warrant to purchase an additional 357,982 common shares. The second tranche must be exercised on or before
September 16, 2017. The purchase price of the shares issuable upon exercise shall be a price per share equal to the volume weighted
average price of the Company’s common stock on the Company’s principal trading market during the five trading days
immediately prior to such exercise. The exercise price of the warrant will be a price per share equal to a 50% premium to the closing
price of the Company’s common stock on the Company’s principal trading market on the trading day immediately preceding
the exercise of such warrant.
Please refer to Form
8-K filed September 15, 2016, for additional details on the Transaction, including additional terms related to exercise of the
options and option warrants. As discussed in that report, the Company has concluded that the sale of securities under the Purchase
Agreements, and the issuance of securities upon exercise of the options, was exempt from registration under Securities Act of 1933,
as amended, pursuant to Rule 506 of Regulation D, promulgated thereunder.