GLOBAL EAGLE ENTERTAINMENT INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-09-02: Form 8-K; Period of report 2020-08-31; Description 8.01 Other Events; Details 8.01.
- 2020-07-28: Form 8-K; Period of report 2020-07-23; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 3.01.
- 2020-07-24: Form 8-K/A; Period of report 2020-07-20; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2020-07-22: Form 8-K; Period of report 2020-07-20; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-09-02 | 8-K | 2020-08-31 | 8.01 Other Events | 8.01 As previously disclosed, on July 22, 2020, Global Eagle Entertainment Inc. (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. | d91795d8k.htm |
| 2020-07-28 | 8-K | 2020-07-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On July 24, 2020, Global Eagle Entertainment Inc. (the “Company”) was notified by the staff of The Nasdaq Stock Market (“Nasdaq”) that it had determined to commence proceedings to delist the Company’s securities from trading on Nasdaq. 8.01 On July 23, 2020, the Bankruptcy Court entered an interim order in the Chapter 11 Case establishing notice and hearing procedures for trading in equity securities in the Company (the “Interim Order”). | d923104d8k.htm |
| 2020-07-24 | 8-K/A | 2020-07-20 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On July 22, 2020 (the “Petition Date”), the Company and those subsidiaries of the Company listed on Exhibits 99.1 (together with the Company, the “Debtors”) commenced voluntary Chapter 11 proceedings under Chapter 11 of the United States, (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 7.01 On July 22, 2020, the Company issued a press release announcing the filing of the Chapter 11 Cases. 8.01 If the Debtors’ entry into the DIP Credit Agreement is approved by the Bankruptcy Court as proposed, the DIP Lenders would provide a senior secured super-priority DIP term loan facility in an aggregate principal amount of $80 million (the “DIP Term Loan Facility”), which term loan shall accumulate interest based on an interest rate of LIBOR rate plus 10.00%, with a 1.25% LIBOR floor. | d19768d8ka.htm |
| 2020-07-22 | 8-K | 2020-07-20 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On July 22, 2020, the Company and those subsidiaries of the Company listed on Exhibits 99.1 (together with the Company, the “Debtors”) commenced voluntary Chapter 11 proceedings under Chapter 11 of the United States, (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). 7.01 On July 22, 2020, the Company issued a press release announcing the filing of the Chapter 11 Cases. 8.01 If the Debtors’ entry into the DIP Credit Agreement is approved by the Bankruptcy Court as proposed, the DIP Lenders would provide a senior secured super-priority DIP term loan facility in an aggregate principal amount of $80 million (the “DIP Term Loan Facility”), which term loan shall accumulate interest based on an interest rate of LIBOR rate plus 10.00%, with a 1.25% LIBOR floor. | d882382d8k.htm |
| 2020-07-17 | 8-K | 2020-07-14 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On July 14, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors of Global Eagle Entertainment Inc. (the “Company”) approved the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective immediately. | d942180d8k.htm |
| 2020-07-16 | 8-K | 2020-07-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 The Board of Directors (the “Board”) of Global Eagle Entertainment Inc. (the “Company” or “we”) and the Compensation Committee of the Board (“Compensation Committee”) have conducted a comprehensive review of the Company’s compensation program for certain key employees to determine whether it continues to effectively incentivize and retain such employees in light of the ongoing impact of the COVID-19 pandemic on the global travel industry and the follow-on impact for the Company. 5.07 (a) On July 13, 2020, Global Eagle Entertainment Inc. (“we” or the “Company”) held our 2020 annual stockholders’ meeting (the “Annual Meeting”). | d52432d8k.htm |
| 2020-07-10 | 8-K | 2020-07-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated by reference herein. 2.04 The payment of the Amendment Fee described under Item 1.01 above pursuant to the Eleventh Amendment increased the aggregate amount of the Company’s obligations under the Credit Agreement. 7.01 A copy of the press release discussing the Company’s pursuit of various strategic alternatives with certain lenders under the Credit Agreement to address its liquidity and capital structure is filed herewith as Exhibit 99.1 and is incorporated herein by reference. 8.01 On July 9, 2020, the Company elected not to make an approximately $11 million interest payment under the Credit Agreement. | d213701d8k.htm |
| 2020-05-15 | 8-K | 2020-05-14 | 7.01 Regulation FD Disclosure | 7.01 On May 14, 2020, Global Eagle Entertainment Inc. (the “Company” or “we”) issued a letter to its stockholders. | d188913d8k.htm |
| 2020-05-08 | 8-K | 2020-05-08 | 8.01 Other Events | 8.01 As previously disclosed in its Current Reports on Form 8-K filed on March 30, 2020 and April 29, 2020, Global Eagle Entertainment Inc. (the “Company”) is relying on the order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465, the “Order”) regarding exemptions granted to certain public companies in response to COVID-19 to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) and its definitive proxy statement for its 2020 annual meeting of stockholders (the “Proxy Statement”), including the information required by Part III of Form 10-K that is to be incorporated by reference into the Annual Report. | d922133d8k.htm |
| 2020-05-06 | 8-K | 2020-05-01 | 8.01 Other Events | 8.01 On May 1, 2020, Global Eagle Entertainment Inc. (the “Company” or “we”) received a letter from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires an issuer to maintain a minimum bid price of $1 per share (the “Rule”). | d915327d8k.htm |
| 2020-04-29 | 8-K | 2020-04-29 | 8.01 Other Events | 8.01 As previously disclosed in its Form 8-K filed on March 30, 2020, Global Eagle Entertainment Inc. (the “Company”) is relying on the order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465, the “Order”) regarding exemptions granted to certain public companies in response to COVID-19 to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”). | d900641d8k.htm |
| 2020-04-16 | 8-K | 2020-04-13 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 The Company has announced that its cash and cash equivalents were $54.3 million as of March 31, 2020. 3.01 On April 13, 2020, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) for continued listing on The Nasdaq Capital Market, as the market value of the Company’s listed securities was less than $35 million for the previous 30 consecutive business days. 3.03 The information set forth in Item 5.03 is incorporated herein by reference. 5.03 On April 15, 2020, the Company filed with the Secretary of State of the State of Delaware, a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which was approved by the Company’s stockholders at the Company’s special meeting of stockholders held on March 17, 2020 and by the Company’s board of directors (the “Board”). 7.01 In connection with the discussions regarding the First Lien Amendment, the Company furnished to the lenders party thereto a management presentation and certain other information regarding the Company (the “Disclosure Information”), a copy of which is furnished hereto as Exhibit 99.1 and incorporated herein by reference. 8.01 On April 15, 2020, the Company issued a press release announcing the effective date of the reverse stock split. | d883176d8k.htm |
| 2020-04-13 | 8-K | 2020-04-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d909826d8k.htm |
| 2020-03-31 | 8-K | 2020-03-31 | 8.01 Other Events | 8.01 Global Eagle Entertainment Inc. (the “Company”) announced today that in response to the COVID-19 pandemic, it plans to temporarily, for a three-month period starting April 1, 2020, reduce the annual base salaries (the “Base Pay”) of its Chief Executive Officer by 33%, the Base Pay of its Chief Financial Officer and President by 25%, and the Base Pay of its Chief Accounting Officer by 20%, subject to applicable legal requirements. | d909492d8k.htm |
| 2020-03-30 | 8-K | 2020-03-30 | 8.01 Other Events | 8.01 On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued order 34-88465 (the “Order”) under the Securities Exchange Act of 1934 (the “Exchange Act”) extending the deadlines for filing certain reports made under the Exchange Act, including annual reports on Form 10-K, for registrants subject to the reporting obligations under the Exchange Act that have been impacted by the coronavirus disease 2019 (“COVID-19”) and which reports have filing deadlines between March 1, 2020 and July 1, 2020. | d909557d8k.htm |
| 2020-03-20 | 8-K | 2020-03-19 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On March 19, 2020, the Board of Directors (the “Board”) of Global Eagle Entertainment Inc. (the “Company”) adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of March 19, 2020, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”). 3.03 See Item 1.01, which is incorporated herein by reference. 5.03 In connection with the adoption of the Rights Agreement referenced in Item 1.01, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (the “Certificate of Designations”). 7.01 On March 19, 2020, the Company issued a press release announcing the Board’s adoption of the Rights Agreement. | d865957d8k.htm |
| 2020-03-19 | 8-K | 2020-03-19 | 2.02 Results of Operations and Financial Condition | 2.02 On March 19, 2020, Global Eagle Entertainment Inc. (the “Company” or “we”) issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and full year ended December 31, 2019. | d901579d8k.htm |
| 2020-03-18 | 8-K | 2020-03-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 17, 2020, Global Eagle Entertainment Inc. (“we” or the “Company”) held a special meeting of its stockholders (the “Special Meeting”). 8.01 On March 17, 2020, the Nasdaq Hearings Panel (the “Panel”) granted the Company a further extension through May 4, 2020 in which to regain compliance with the Nasdaq Listing Rule 5550(a)(2), which requires an issuer to maintain a minimum bid price of $1 per share (the “Rule”). | d900746d8k.htm |
| 2020-03-10 | 8-K | 2020-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 4, 2020, Stephen Hasker, a member of the board of directors (the “Board”) of Global Eagle Entertainment Inc. (the “Company”) and the Board’s current Lead Independent Director, informed the Company of his resignation from the Board and all committees of the Board, to be effective on the day after the Company files its annual report Form 10-K for the year ended December 31, 2019. | d900065d8k.htm |
| 2020-02-24 | 8-K | 2020-02-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A copy of the investor presentation that Global Eagle Entertainment Inc. (the “Company”) will use at the JP Morgan Global High Yield Conference on February 25, 2020 is attached hereto as Exhibit 99.1. 7.01 The disclosure set forth in Item 2.02 is incorporated into this Item 7.01. | d868958d8k.htm |
| 2020-01-14 | 8-K | 2020-01-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 15, 2020, representatives of Global Eagle Entertainment Inc. (the “Company”) will present at the 22nd Annual Needham Growth Conference. 7.01 The disclosure set forth in Item 2.02 is incorporated into this Item 7.01. | d871343d8k.htm |