Eros STX Global Corporation (NYSE: ESGC) (“ErosSTX” or the
“Company”) today announced that it has entered into exclusive
negotiations with a third party for the sale of its STX
Entertainment subsidiary, during which the parties will conduct
mutual diligence and negotiate definitive agreements. The Company
has engaged Lazard as a financial advisor to assist in the sale
process.
There can be no assurance that the negotiations or any process
will result in a transaction. The Company does not intend to
provide announcements or updates unless or until it determines that
further disclosure is appropriate or necessary.
STX Debt Extension
On November 12, 2021, STX Financing, LLC, a wholly owned
indirect subsidiary of the Company, entered into an amendment to
its Senior Credit Agreement (as amended, the “Credit Agreement”)
to, among other things, extend both the maturity date and the
delivery date of financial statements under the Credit Agreement to
December 3, 2021. These dates may be further extended to January 4,
2022 if the Company has executed definitive agreements to sell the
Company’s STX Entertainment subsidiary prior to December 3, 2021,
and may be further extended to February 3, 2022 if such definitive
sale agreements remain in effect on January 4, 2022. As of November
12, 2021, $127.4 million remained outstanding under the Credit
Agreement.
On November 12, 2021, STX Financing LLC entered into an
amendment to its subordinated credit agreement (as amended, the
“Mezzanine Facility”) to, among other things, permit STX to
promptly deliver the required financial statements once they become
available. As of November 12, 2021, $23.4 million remained
outstanding under the Mezzanine Facility. The Mezzanine Facility is
set to mature on July 7, 2022.
About Eros STX Global Corporation:
Eros STX Global Corporation, (“ErosSTX”) (NYSE: ESGC) is a
global entertainment company that acquires, co-produces and
distributes films, digital content and music across multiple
formats such as theatrical, television and OTT digital media
streaming to consumers around the world. Eros International Plc
changed its name to Eros STX Global Corporation pursuant to the
July 2020 merger with STX Entertainment, merging two international
media and entertainment groups to create a global entertainment
company with a presence in over 150 countries. ErosSTX delivers
star-driven premium feature film and episodic content across a
multitude of platforms at the intersection of the world's most
dynamic and fastest-growing global markets, including US, India,
Middle East, Asia and China. For further information, please visit
ErosSTX.com.
Special Note Regarding Forward Looking Statements:
Information provided in this communication includes
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, and
such statements are subject to the safe harbors created thereby.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as “approximately,”
“anticipate,” “believe,” “estimate,” “continue,” “could,” “expect,”
“future,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will”, “trending” and similar
expressions. Those statements include, among other things, the
discussions of the Company’s business strategy and expectations
concerning its and the Company’s market position and future
operations. All such forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those that we are expecting, including, without
limitation: our ability to successfully and cost-effectively source
film content; the Company’s ability to achieve the desired growth
rate of Eros Now; our ability to maintain or raise sufficient
capital; delays, cost overruns, cancellation or abandonment of the
completion or release of the Company’s films; our ability to
predict the popularity of its films, or changing consumer tastes;
our ability to maintain existing rights, and to acquire new rights,
to film content; our ability to successfully defend any future
class action lawsuits we are a party to in the U.S.; anonymous
letters to regulators or business associates or anonymous
allegations on social media regarding the Company’s business
practices, accounting practices and/or officers and directors; our
ability to recoup the full amount of box office revenues to which
it is entitled due to underreporting of box office receipts by
theater operators; our dependence on our relationships with theater
operators and other industry participants to exploit the Company’s
film content; our ability to mitigate risks relating to
distribution and collection in international markets; our ability
to compete with other forms of entertainment; our ability to combat
piracy and to protect our intellectual property; our ability to
maintain an effective system of internal control over financial
reporting; contingent liabilities that may materialize, our
exposure to liabilities on account of unfavorable
judgments/decisions in relation to legal proceedings involving the
Company or its subsidiaries and certain of its directors and
officers; our ability to successfully respond to technological
changes; our ability to satisfy debt obligations, fund working
capital and pay dividends; the monetary and fiscal policies of
countries around the world, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices
or other rates or prices; our ability to address the risks
associated with acquisition opportunities; risks that the ongoing
novel coronavirus pandemic and its spread, and related public
health measures, may have material adverse effects on our business,
financial position, results of operations and/or cash flows;
challenges, disruptions and costs of the Merger and related
transactions, integrating the Eros and STX businesses and achieving
anticipated synergies, and the risk that such synergies will take
longer to realize than expected or may not be realized in whole or
in part; the amount of any costs, fees, expenses, impairments and
charges related to the Merger and related transactions; completion
of the contemplated refinancing or strategic transactions;
uncertainty as to the long-term value of the Company’s ordinary
shares; and the completion of the Company’s fiscal 2021 audit and
filing of its Annual Report on Form 20-F.
The forward-looking statements contained in this communication
are based on historical performance and management’s current plans,
estimates and expectations in light of information currently
available and are subject to uncertainty and changes in
circumstances. There can be no assurance that future developments
affecting the Company will be those that it has anticipated. Actual
results may differ materially from these expectations due to
changes in global, regional or local political, economic, business,
competitive, market, regulatory and other factors, many of which
are beyond the Company’s control. Should one or more of these risks
or uncertainties materialize or should any of the Company’s
assumptions prove to be incorrect, the Company’s actual results may
vary in material respects from what the Company may have expressed
or implied by these forward-looking statements. The Company
cautions that you should not place undue reliance on any of its
forward-looking statements. Any forward-looking statement made by
the Company in this communication speaks only as of the date on
which the Company makes it. Factors or events that could cause the
Company’s actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20211116005849/en/
Investors: Drew Borst EVP, Investor Relations &
Business Development ErosSTX Global Corporation
drew@erosstx.com
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