Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 23, 2014, the Board of Directors (the "Board") of Silver Eagle
Acquisition Corp. (the "Company"), pursuant to the Company's Amended and
Restated Certificate of Incorporation, increased the size of the Board from
three to four directors and elected Eli Baker to fill the vacancy resulting from
such increase. The Board appointed Mr. Baker to its audit committee in
replacement of Harry E. Sloan and to its compensation committee.
Mr. Baker, 39, is co-managing director and a partner in the Hemisphere Media
Capital ("HCM") and Winchester Media Capital ("WMC") funds, where he has
overseen over $1.2B of financings since May, 2009. In his role at HCM and WMC,
Mr. Baker has arranged co-financing partnerships with both Sony Pictures
Entertainment and Paramount Picture Corporation in the establishment of HCM's
"Tent-Pole" fund, which includes titles such as "Men in Black 3" and "World War
Z". Mr. Baker also oversees the HCM and WMC debt and high yield funds, which
provide "mezzanine" and "gap" financing, corporate debt and project finance
facilities for television, film and digital content. Previously, Mr. Baker
served as a principal at Grosvenor Park Investors, a joint venture with Fortress
Investment Group where he shared oversight over the special opportunity
credit/debt funds in the media space. Mr. Baker is a former lawyer, and has
served in a legal affairs capacity at various companies in and out of the
media/entertainment business, including Lionsgate/Artisan Entertainment, prior
to which he practiced international commercial litigation. Mr. Baker earned a
Bachelor of Arts degree from the University of California, Berkeley and a Juris
Doctor from the University of California at Hastings Law School and is a
continuing member of the California State Bar.
There are no arrangements or understandings between Mr. Baker and any other
person pursuant to which Mr. Baker was elected as director of the Company and
there are no family relationships between Mr. Baker and any of the Company's
other directors or executive officers. In connection with the appointment of Mr.
Baker to the Board, the Company has entered into an indemnity agreement with Mr.
Baker. The indemnity agreement provides contractual indemnification in addition
to the indemnification provided for in the Company's Amended and Restated
Certificate of Incorporation for Mr. Baker's service as a director of the
Company. A copy of the indemnity agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Indemnity Agreement, dated July 23, 2014, by and between the
Company and Eli Baker.