XML 30 R21.htm IDEA: XBRL DOCUMENT

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Rights Offering On November 7, 2023, the Board approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) to our stockholders of record of our common stock, as of the close of business on November 20, 2023. To be able to execute the Rights Offering, the Existing Credit Agreement was amended. On November 7, 2023, the Company entered into an amendment to its Existing Credit Agreement to provide for additional flexibility with regards to the Rights Offering. Specifically, the Company entered into a Fifth Amendment (the “Amendment”) to the Existing Credit Agreement. The Amendment effects certain modifications to the definition of the term “Change in Control” contained in the Existing Credit Agreement and adds the term “Disqualified Equity Interest” to the Existing Credit Agreement, among other changes. In addition, the Amendment modifies the restricted payment covenant to permit the Company to declare and pay dividends with respect to its Equity Interests (other than Disqualified Equity Interests) payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests). The Rights Offering will be made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Rights Offering is expected to expire at 5:00 p.m., New York City time, on January 17, 2024 (such date, as amended or modified, the "Expiration Date"), though we reserve the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time. We expect to receive gross proceeds of $80.0 million before expenses related to the Rights Offering. The Rights Offering is fully backstopped by Pale Fire Capital SICAV a.s. (the “Backstop Party”), an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party has a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering. SumUp Sale On November 9, 2023, the Company entered into a Share Purchase Agreement pursuant to which it has agreed to sell shares representing approximately 11.7% of its approximate 2.08% interest in SumUp to other investors in SumUp for an aggregate cash purchase price of €9.4 million (the “Purchase Agreement”) which, will be worth approximately $10 million as of the date of this filing. The Purchase Agreement was entered into in connection with a transaction in which several other investors in SumUp also agreed to sell shares on the same economic terms as the Company and at the same price as agreed to on October 6, 2023. The Company expects the transaction to be completed on or before November 27, 2023. There can be no assurances as to whether or when the sale will be consummated.