AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): June 5, 2020
Mountain Media, Inc.|
name of registrant as specified in its charter)|
or other jurisdiction
Congress Avenue, Suite 2050, Boca Raton, Florida
of principal executive offices)
telephone number, including area code:
name or former address, if changed since last report)|
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 ( §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
registered pursuant to Section 12(b) of the Act:
of Each Class
of Each Exchange on Which Registered|
growth company [X]
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
1.01. Entry into a Material Definitive Agreement
Interest Purchase Agreement
June 5, 2020, effective June 1, 2020, Bright Mountain Media, Inc. (“Bright Mountain”) entered into a membership interest
purchase agreement ( the “Purchase Agreement”) with Centre Lane Partners Master Credit Fund II, L.P. (“Centre
Lane”) to purchase 100% of the membership interests of CL Media Holdings, LLC (“Wild Sky”). The purchase was
completed on a debt-free, cash-free basis, free and clear of any liens and encumbrances. Bright Mountain issued 2,500,000 shares
of its restricted common stock to Centre Lane and Centre Lane issued a first lien senior secured credit facility (described below)
which consisted of $15.0 million of initial indebtedness, repayment of Wild Sky’s Fast Pay existing credit facility of approximately
$900,000 and $500,000 expenses totaling $16,416,905.
June 5, 2020, effective June 1 2020, (“Effective Date”), Cl Media Holdings, LLC (“Wild Sky”), the newly
acquired subsidiary of Bright Mountain entered into an amended and restated credit agreement ( the “Credit Agreement”)
by and among Wild Sky, as Borrower, the financial parties thereto (the “Lenders”) and Centre Lane Partners Master
Credit Fund II, L.P., as collateral and administrative agent (the “Agent”). The Facility was used to finance the acquisition
of Wild Sky. Certain terms and conditions of the Credit Facility are as follows:
The Agreement provides for a senior secured five-year loan in the initial principal amount of $16,416,905.
Rates and Payments. Pursuant to the Credit Agreement, the loan bears interest at six percent (6%) payment–in-kind interest
(“PIK Interest”) which will be added to the outstanding principal balance. The Credit Agreement provides for no amortization
for the first 18 months and 10% thereafter. Amortization is payable in equal quarterly installments on the principal balance after
adding the PIK Interest with a bullet payment due at maturity.
Prepayments. The loan under the Credit Agreement may be prepaid in minimum amounts $250,000. The loan balance can be prepaid with
The loan is guaranteed by Bright Mountain and certain of its domestic subsidiaries of which became party to a Guarantee Agreement
dated as of the Effective Date and each domestic subsidiary that, subsequent to the Effective Date, becomes a subsidiary.
Covenants and Other Matters. The Credit Agreement contains negative covenants that, subject to certain exceptions, limits the
ability of Bright Mountain and its subsidiaries to, among other things, incur debt, engage in new lines of business, incur liens,
engage in mergers, consolidations, liquidations and dissolutions, dispose of assets of Bright Mountain and its subsidiaries, make
investments, loans, advances, guarantees and acquisitions.
Raises. Any equity raise up to $15,000,000 in the first 180 days from the Credit Agreement is excluded from the loan balance prepayment
of Default. The Credit Agreement contains events of default that are customary for a facility of this nature, including (subject
in certain cases to grace or cure periods) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy
of representations and warranties, violation of covenants, cross-default to other material indebtedness, guarantees ceasing to
be in full force or effect, bankruptcy or insolvency events, material judgments. If an event of default occurs, the maturity of
the amounts owed may be accelerated.
summary does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and Credit Agreement
which are attached hereto as Exhibits 10.1 and 10.2. Interested parties should read these documents in their entirety.
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
information contained in Item 1.01 above regarding the Credit Agreement is hereby incorporated by reference into this Item 2.03.
3.02 Unregistered Sales of Equity Securities.
set forth in Item 2.01 of this report, Bright Mountain agreed to issue 2,500,000 shares of its restricted common stock pursuant
to the terms of the Purchase Agreement. The recipient was an accredited investor and the issuance was exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section
Item 7.01 Regulation FD Disclosure.
On June 8, 2020, the Company issued a press
release announcing the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
The information furnished pursuant to this
Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated
by reference into any filings of the Company.
8.01. Other Events.
about Wild Sky Media
in New York City with offices in Bangkok, Wild Sky Media offers massive global reach through hyper-engaging content and multicultural
audiences. A top-five parenting group according to ComScore, Wild Sky Media’s robust portfolio of parenting websites includes
Mom.com, CafeMom, LittleThings, Revelist, Babynamewizard, and MamásLatinas. The websites have more than 30,000,000
unique visitors per month.
Sky Media reported unaudited revenues of $22,594,000 and a net loss of $6,860,000 for the year ended December 31, 2019.
9.01. Financial Statements and Exhibits.
Financial statements of businesses acquired.
annual audited financial statements of CL Media Holdings LLC and required unaudited interim financial statements for the periods
required pursuant to Rule 8-04(b) of Regulation S-X will be filed by amendment to this report within the time prescribed pursuant
to Item 9.01(a) of Form 8-K.
Pro forma financial information.
required pro forma financial information required by Rule 8-05 of Regulation S-X will be provided under an amendment to this report
within the time required pursuant to Item 9.01(c) of Form 8-K.
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.
June 8, 2020
Mountain Media, Inc.|
Alan B. Bergman|
B. Bergman, Chief Financial Officer|