UPDATE: Global Eagle Entertainment (ENT) to Obtain New Credit Facilities; Company in Discussions to Acquire Related Business, Satellite Transponders

December 1, 2016 8:40 AM EST

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(Updated - December 1, 2016 8:42 AM EST)

Global Eagle Entertainment (NASDAQ: ENT) disclosed in an SEC filing:

On December 1, 2016, Global Eagle Entertainment Inc. (“GEE” or the “Company”) will launch a process to obtain new credit facilities consisting of (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $460 million, (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of up to $85 million and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $125 million.

If successfully consummated, the Company would use the proceeds of the new credit facilities for the following purposes:

refinancing of all outstanding indebtedness under (i) the current first lien term loan facility of Emerging Markets Communications, LLC (“EMC”) (as borrower), an indirect wholly-owned subsidiary of the Company, which is guaranteed by the Company and which had approximately $265 million outstanding as of September 30, 2016, (ii) EMC’s current second lien term loan facility, which is guaranteed by the Company and which had approximately $92 million outstanding as of September 30, 2016 and (iii) EMC’s current revolving credit facility, which is guaranteed by the Company and which had approximately $39 million outstanding as of September 30, 2016;

the potential transactions described in the following paragraph; and

working capital, capital expenditures, acquisitions, investments and general corporate purposes.

In addition to publicly available information regarding the Company, the Company will disclose to the prospective lenders that:

the Company is in strategic discussions to acquire a related business for an estimated purchase price of $155 million, which would consist of a combination of GEE common stock and cash, or all cash at the sole discretion of the Company; and

the Company is in discussions with a leading satellite provider to purchase satellite transponders for an estimated price of approximately $50 million, which would support a large aviation-connectivity customer of GEE.

The potential new credit facilities and the transactions described above are subject to continuing negotiations, execution of definitive binding documentation, receipt of requisite regulatory and other approvals and satisfaction of customary closing conditions. The Company may not be successful in negotiating or entering into definitive binding agreements for any of these transactions on the terms outlined above or on terms otherwise favorable to the Company (or at all). Further, if the Company enters into such agreements, there is no guarantee that the transactions will be consummated.



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