Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On July 30, 2014 (the "Closing Date"), EveryWare Global, Inc. (the "Company")
and Monomoy Capital Partners, L.P. and certain affiliated funds (collectively,
"Monomoy") entered into a Securities Purchase Agreement (the "Purchase
Agreement") pursuant to which Monomoy agreed to invest $20 million in return for
Series A Senior Redeemable Preferred Stock (the "Preferred Stock") and warrants
to acquire 4,438,004 shares of the Company's common stock (the "Sponsor
Warrants"). The Purchase Agreement includes certain customary representations
and warranties and mutual indemnification and releases. Pursuant to the
Certificate of Designation (the "Certificate of Designation") authorizing the
Preferred Stock, the Preferred Stock ranks senior to all other capital
securities of the Company (any such security, a "Junior Security"). Monomoy
received a fee of $1.2 million for investing in the Preferred Stock, which was
paid in additional shares of the Preferred Stock. As a result, the initial
liquidation value of the Preferred Stock is $21.2 million. The Preferred Stock
will accrue a 15% cumulative annual dividend on the Liquidation Preference,
payable quarterly in kind and compounded quarterly. The dividends will be added
to the Liquidation Preference each quarter. Upon the repayment of the Company's
current term loan, the 15% dividend accruing thereafter will be paid in cash.
The Company may redeem the Preferred Stock for cash, upon 60 days' prior notice,
at a price equal to 105% of Liquidation Preference (including all accrued and
unpaid dividends). Upon a liquidation event, including certain changes of
control, the holders of the Preferred Stock will be entitled to a payment in
cash equal to then liquidation value of the Preferred Stock. The Preferred Stock
is not entitled to any voting rights, except that without the prior consent of
the holders of a majority of the shares of Preferred Stock outstanding, the
Company will not (i) authorize, create or issue, or increase the number of
authorized or issued shares of, any class or series of preferred stock,
(ii) authorize, create or issue, or increase the number of authorized or issued
shares of, any other capital stock of any class or series, except for Common
Stock, (ii) declare or pay dividends or make any distributions in respect of any
class or series of stock or purchase or redeem any junior securities,
(iv) amend, alter or repeal any provisions of the Company's certificate of
incorporation (including the Certificate of Designations) or bylaws, or the
charter or bylaws of any subsidiary of the Company, (v) enter into any
transaction that would result in a change of control, (vi) amalgamate,
consolidate, convert or merge with any other person, or enter into or form any
partnership or joint venture or acquire any securities in any other person or
(vii) authorize or adopt any equity incentive plan, increase the number of
options or securities available for grant or issuance under an equity incentive
plan, grant any allocation of options or securities under any equity incentive
plan, amend or supplement any equity incentive plan or authorize or issue any
incentive compensation in the form of securities outside of an equity incentive
Pursuant to the Purchase Agreement, Monomoy also received the Sponsor Warrants,
which have an exercise price of $0.01 per share, and a term of seven years. The
warrants contain customary adjustments to account for any stock splits,
reorganizations, recapitalizations, mergers, combinations, asset sales and stock
dividends and similar events. If the Company makes a distribution to the holders
of its Common Stock of any asset, including cash, or any security, including
subscription rights, other than a distribution in connection with a liquidation,
distribution or winding up of the Company and other than a stock dividend
payable in Common Stock, then the Company will distribute to the holder of each
Sponsor Warrant the portion of the distribution that a holder of the number of
shares of Common Stock issuable upon exercise of the Sponsor Warrant would have
Unless and until the Company obtains any stockholder approval required by Nasdaq
Listing Rule 5635 to permit full exercisability of the Sponsor Warrants, the
number of shares of Common Stock for which the Sponsor Warrants will be
exercisable will be limited to the number of shares of Common Stock that, when
taken to together with all shares of Common Stock issued or issuable upon
exercise of the Lender Warrants, would be equal to 19.9% of the outstanding
shares of the Common Stock as of the Closing Date.
The foregoing description of the Purchase Agreement, Preferred Stock and Sponsor
Warrants is qualified in its entirety by reference to the full text of the
Purchase Agreement, Certificate of Designation and form of Sponsor Warrant,
copies of which are filed as Exhibit 10.1, 3.1 and 4.3, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
Amended Registration Rights Agreement
On the Closing Date, the Company entered into the First Amendment to the Amended
and Restated Registration Rights Agreement (the "Amended Registration Rights
Agreement") with Monomoy, Clinton Magnolia Master Fund, Ltd. and Clinton
Spotlight Master Fund, L.P. Pursuant to the Amended Registration Rights
Agreement, Monomoy will have customary registration rights, including demand
registration and unlimited piggy-back rights, with respect to the common stock
for which the Sponsor Warrants are exercisable.
The foregoing description of the Amended Registration Rights Agreement is
qualified in its entirety by reference to the full text of Amended Registration
Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current
. . .
Item 3.02. Unregistered Sales of Equity Securities.
As described under Item 1.01 above, the Company issued the Preferred Stock and
Sponsor Warrants to Monomoy and the Lender Warrants to its lenders through
private placements. The issuance of these securities in the private placements
was exempt from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended and Rule 506 under Regulation D promulgated thereunder. The
description of the private placements contained in Item 1.01 above is
incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On the Closing Date, the Company filed the Certificate of Designation with the
Secretary of State of the State of Delaware. The description of the Certificate
of Designation and the Preferred Stock contained under Item 1.01 above is
incorporated herein by reference and is subject to, and qualified in its
entirety by, the Certificate of Designation attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item 8.01. Other Events.
On the Closing Date, the Company issued a press release announcing the
consummation of the transactions. A copy of the press release is attached as
Exhibits 99.1 hereto, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
3.1 Certificate of Designation for Series A Senior Redeemable Preferred
Stock. (included as Exhibit A to Exhibit 10.1).
4.1 Warrant Agreement, dated July 30, 2014 by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
4.2 Form of Lender Warrant (included as Exhibit A to Exhibit 4.1).
4.3 Form of Sponsor Warrant (included as Exhibit B to Exhibit 10.1).
10.1 Securities Purchase Agreement, dated as of July 30, 2014, among the
Company and the Investors identified on the signature pages thereto.
10.2 First Amendment to the Amended and Restated Registration Rights Agreement,
dated as of July 30, 2014, by and among the Company, Monomoy, Clinton
Magnolia Master Fund, Ltd. and Clinton Spotlight Master Fund, L.P.
10.3 Waiver and Amendment Number One to Term Loan Agreement, dated as of July
30, 2014, by and among the Borrowers, Holdings and Deutsche Bank AG New
York Branch, as administrative agent.
10.4 Amendment No. 6 to Second Amended and Restated Loan and Security
Agreement, dated as of July 30, 20143, by and among the Borrowers,
Holdings and Wells Fargo Bank, National Association, as administrative
agent and collateral agent.
99.1 EveryWare Global, Inc. Press Release, dated July 30, 2014.