Item 1.01.
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Entry into a Material Definitive Agreement
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NBCU Shareholder Agreement
On April 29,
2016, EVINE Live Inc. (the “Company”) entered into the Shareholder Agreement (the “NBCU Shareholder
Agreement”) with NBCUniversal Media, LLC (“NBCU”). The NBCU Shareholder Agreement replaced the GE/NBCU
Shareholder Agreement described in Item 1.02 below. The NBCU Shareholder Agreement provides that as long as NBCU or its
affiliates beneficially own at least 5% of our outstanding common stock, NBCU will be entitled to designate one individual to
be nominated to the Company’s Board of Directors. In addition, the NBCU Shareholder Agreement provides that NBCU may
designate its director designee to be an observer of the audit, human resources and compensation, and corporate governance
and nominating committees of our Board of Directors. Furthermore, the NBCU Shareholder Agreement requires the Company to
obtain the consent of NBCU prior to adopting or amending any shareholder’s rights plan or certain other actions that
would impede or restrict the ability of NBCU to acquire our voting stock or us taking any action that would result in NBCU
being deemed to be in violation of the Federal Communications Commission multiple ownership regulations.
Unless NBCU beneficially
own less than 5% or more than 90% of the adjusted outstanding shares of common stock, NBCU may not sell, transfer or otherwise
dispose of any securities of the Company subject to limited exceptions for (i) transfers to affiliates, (ii) third party tender
offers, (iii) mergers, consolidations and reorganizations and (iv) transfers pursuant to underwritten public offerings or transfers
exempt from registration under the Securities Act (provided, in the case of (iv), such transfers do not result in the transferee
acquiring beneficial ownership in excess of 20%).
The foregoing description
of the NBCU Shareholder Agreement is qualified in its entirety by reference to the full text of the NBCU Shareholder Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Registration Rights Agreement
On February 25,
2009, we entered into an Amended and Restated Registration Rights Agreement that, as further amended, provided GE Equity, NBCU
and their affiliates and any transferees and assigns, an aggregate of five demand registrations and unlimited piggy-back registration
rights. In connection with the GE/ASF Radio Sale, on April 29, 2016, an Amendment to the Amended and Restated Registration Rights
Agreement was entered into removing GE Equity as a party and adding ASF Radio, L.P. as a party.
The foregoing description
of the Amendment to the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full
text of the Amendment to the Amended and Restated Registration Rights Agreement, which is filed as Exhibit 10.2 hereto and incorporated
herein by reference.
Item 1.02.
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Termination of a Material Definitive Agreement
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Relationship with GE Equity, Comcast
and NBCU
Until April 29, 2016,
we were a party to an Amended and Restated Shareholder Agreement, dated February 25, 2009 (the “GE/NBCU Shareholder
Agreement”), with GE Capital Equity Investments, Inc. (“GE Equity”) and NBCU, which provided for certain corporate
governance and standstill matters (as described further below). The GE/NBCU Shareholder Agreement was terminated on April 29, 2016.
NBCU is an indirect subsidiary of Comcast Corporation (“Comcast”). We believe that as of April 25, 2016, the direct
equity ownership of NBCU in the Company consisted of 7,141,849 shares of common stock. We have a significant cable distribution
agreement with Comcast and believe that the terms of the agreement are comparable to those with other cable system operators.
In a filing made with
the Securities and Exchange Commission (the “SEC”) on August 18, 2015, GE Equity disclosed that on August 14, 2015,
it and ASF Radio, L.P. (“ASF Radio”), an independent third party to us, entered into a Stock Purchase Agreement pursuant
to which GE Equity agreed to sell 3,545,049 shares of the Company’s common stock, which is all of the shares GE Equity currently
owns, to ASF Radio for $2.15 per share. According to the SEC filing, ASF Radio is an affiliate of Ardian, an independent private
equity investment company. The closing of this sale (the “GE/ASF Radio Sale”) occurred on April 29, 2016. In connection
with the GE/ASF Radio Sale, the GE/NBCU Shareholder Agreement was terminated and the Company and NBCU entered into the NBCU Shareholder
Agreement described above.
GE/NBCU Shareholder Agreement
The GE/NBCU Shareholder
Agreement that was terminated on April 29, 2016 provided that GE Equity was entitled to designate nominees for three members of
our Board of Directors so long as the aggregate beneficial ownership of GE Equity and NBCU (and their affiliates) was at least
equal to 50% of their beneficial ownership as of February 25, 2009 (i.e., beneficial ownership of approximately 8.7 million
common shares) (the “50% Ownership Condition”), and two members of our Board of Directors so long as their aggregate
beneficial ownership was at least 10% of the shares of “adjusted outstanding common stock,” as defined in the GE/NBCU
Shareholder Agreement (the “10% Ownership Condition”). In addition, the GE/NBCU Shareholder Agreement provided that
GE Equity may designate any of its director-designees to be an observer of the audit, human resources and compensation, and corporate
governance and nominating committees of our Board of Directors. Neither GE Equity nor NBCU currently has, or during fiscal 2015
had, any designees serving on our Board of Directors or committees.
The GE/NBCU Shareholder
Agreement required that we obtain the consent of GE Equity before we (i) exceeded certain thresholds relating to the issuance
of securities, the payment of dividends, the repurchase or redemption of common stock, acquisitions (including investments and
joint ventures) or dispositions, and the incurrence of debt; (ii) entered into any business different than the business in
which we and our subsidiaries are currently engaged; and (iii) amended our articles of incorporation to adversely affect GE
Equity and NBCU (or their affiliates); provided, however, that these restrictions would no longer apply when both (1) GE Equity
is no longer entitled to designate three director nominees, and (2) GE Equity and NBCU no longer hold any Series B preferred
stock. We were also prohibited from taking any action that would cause any ownership interest by us in television broadcast stations
from being attributable to GE Equity, NBCU or their affiliates.