- Current report filing (8-K)
2009年12月23日 - 6:05AM
Edgar (US Regulatory)
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) December 22, 2009
RHI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
DELAWARE
|
|
001-34102
|
|
36-4614616
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
1325 Avenue of Americas, 21st Floor, New York, NY
|
|
10019
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code
(212) 977-9001
N/A
(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. below):
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))
Item 3.02 Unregistered Sales of Equity Securities
.
On December 22, 2009, RHI Entertainment, Inc. (the Registrant) issued and sold 9,900,000 shares
of its common stock, par value $.01 (the Shares) to KRH Investments LLC (KRH) in connection
with the exercise of KRHs exchange right under the Amended and Restated Limited Liability Company
Operating Agreement of RHI Entertainment Holdings II, LLC (Holdings II), dated as of June 23,
2008, by and between the Registrant and KRH, as amended (the LLC Agreement).
In connection with the Registrants initial public offering on June 23, 2008, the Registrant and
KRH entered into the LLC Agreement, which provided KRH with the right to exchange its membership
units in Holdings II for, at the Registrants option, either (i) shares of the Registrants common
stock, (ii) cash or (iii) a combination of both shares of common stock and cash (the Exchange
Right). On December 14, 2009, KRH provided notice to the Registrant of its intent to exercise its
Exchange Right for 9,900,000 membership units in Holdings II (the Exchanged Units). On December
15, 2009, the Board of Directors (the Board) of the Registrant determined that it was in the best
interest of the Registrant to issue the Shares, and the Board authorized and approved the issuance
and sale of such Shares, in exchange for the surrender and transfer of the Exchanged Units by KRH.
Prior to consummation of these transactions, the Registrant owned, as its sole material asset, all
of the outstanding membership units in Holdings II other than 9,900,000 membership units in
Holdings II that were owned by KRH (which represented 42.3% of KRHs outstanding membership units).
As a result of the foregoing, the Registrant currently owns, as its sole material asset, 100% of
the outstanding membership units in Holdings II. The sale of the Shares was made pursuant to
Section 4(2) of the Securities Act of 1933. In connection with the Registrants initial public
offering, KRH and the Registrant entered into a Registration Rights Agreement, dated June 23, 2008,
which provides KRH with unlimited registration demand rights that can be exercised at any time in
the future. There were no underwriters involved or cash proceeds received in connection with the
issuance and sale of the Shares.
KRH no longer has any director designation rights under the Director Designation Agreement, dated
as of June 23, 2008, by and between the Registrant and KRH (the DDA), because the DDA generally
provides for such rights of designation based on KRHs level of ownership of membership units in
Holdings II. As result of the foregoing transaction, KRH no longer owns any membership units in
Holdings II and, thus, it is no longer a member of Holdings II. Instead, KRH owns 9,900,000 shares
of the Registrants common stock (42.3% of its outstanding stock) and may vote its shares at the
annual meeting for or against any director nominee.
In connection with the Registrants initial public offering, the Registrant, Holdings II and KRH
entered into the Tax Receivable Agreement, dated June 23, 2008 (the TRA), which generally
provides for the payment by the Registrant to KRH of 85% of the amount of cash tax savings, if any,
realized by the Registrant as a result of tax basis adjustments in the assets of Holdings II that
are attributable to the membership units acquired by the Registrant
pursuant to the Exchange Right. As a result of the aforementioned transactions,
we do not expect KRH to have any further benefits under the TRA.
Item 9.01 Exhibits.
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
10.1
|
|
Amended and Restated Limited Liability Company Operating Agreement
of RHI Entertainment Holdings II, LLC by and between RHI
Entertainment, Inc. and KRH Investments LLC, dated as of June 23,
2008 (incorporated by reference to Exhibit 10.1 to the
Registrants Form 10-Q for the period ending June 30, 2008 filed
with the SEC on August 7, 2008).
|
|
10.2
|
|
Director Designation Agreement by and between RHI Entertainment,
Inc. and KRH Investments LLC, dated as of June 23, 2008
(incorporated by reference to Exhibit 10.4 to the Registrants
Form 10-Q for the period ending June 30, 2008 filed with the SEC
on August 7, 2008).
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
10.3
|
|
Tax Receivable Agreement by and among RHI Entertainment, Inc., RHI
Entertainment Holdings II, LLC and KRH Investments LLC, dated as
of June 23, 2008 (incorporated by reference to Exhibit 10.2 to the
Registrants Form 10-Q for the period ending June 30, 2008 filed
with the SEC on August 7, 2008).
|
|
10.4
|
|
Registration Rights Agreement by and between RHI Entertainment,
Inc. and KRH Investments LLC, dated as of June 23, 2008
(incorporated by reference to Exhibit 10.3 to the Registrants
Form 10-Q for the period ending June 30, 2008 filed with the SEC
on August 7, 2008).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
RHI ENTERTAINMENT, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date: December 22, 2009
|
By:
|
/s/ Henry S. Hoberman
|
|
|
|
Name:
|
Henry S. Hoberman
|
|
|
|
Title:
|
Executive Vice President, General Counsel & Secretary
|
|
|
Rhi Entertainment (MM) (NASDAQ:RHIE)
過去 株価チャート
から 8 2024 まで 9 2024
Rhi Entertainment (MM) (NASDAQ:RHIE)
過去 株価チャート
から 9 2023 まで 9 2024