0001181431-13-006080.txt : 20130201 0001181431-13-006080.hdr.sgml : 20130201 20130201162427 ACCESSION NUMBER: 0001181431-13-006080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130131 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Eagle Entertainment Inc. CENTRAL INDEX KEY: 0001512077 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BOULVEARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-7281 MAIL ADDRESS: STREET 1: 10900 WILSHIRE BOULVEARD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: Global Eagle Acquisition Corp. DATE OF NAME CHANGE: 20110203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAR CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001051359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35176 FILM NUMBER: 13567021 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAR INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001066867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35176 FILM NUMBER: 13567022 BUSINESS ADDRESS: STREET 1: C/O PAR CAPITAL MGT STREET 2: ONE INTERNATIONAL PLACE, SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAR Group, L.P. CENTRAL INDEX KEY: 0001341061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35176 FILM NUMBER: 13567020 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-526-8964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 4 1 rrd368450.xml FORM 4 X0306 4 2013-01-31 0 0001512077 Global Eagle Entertainment Inc. ENT 0001066867 PAR INVESTMENT PARTNERS LP ONE INTERNATIONAL PLACE SUITE 2401 BOSTON MA 02110 1 0 1 0 0001051359 PAR CAPITAL MANAGEMENT INC ONE INTERNATIONAL PLACE SUITE 2401 BOSTON MA 02110 1 0 1 0 0001341061 PAR Group, L.P. ONE INTERNATIONAL PLACE SUITE 2401 BOSTON MA 02110 1 0 1 0 Common stock, par value $0.0001 per share 2013-01-31 4 J 0 9850266 A 9850266 D Non-voting common stock, par value $0.0001 per share 2013-01-31 4 J 0 19118233 A Common Stock 19118233 19118233 D Warrant (right to buy) 2013-01-31 4 J 0 477393 A 2013-01-31 2017-06-07 Common Stock 477393 477393 D Warrant (right to buy) 2013-01-31 4 J 0 32199 A 2013-01-31 2014-12-27 Common Stock 32199 32199 D These shares were issued to PAR Investment Partners, L.P. ("PAR") pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of November 8, 2012, by and among the Issuer, EAGL Merger Sub Corp., Row 44, Inc. and PAR. The closing of the merger contemplated by the Merger Agreement occurred on January 31, 2013 (the "Closing"). At the Closing, PAR's shares of capital stock of Row 44 were converted into the right to receive an aggregate of 9,850,266 shares of Common Stock (based on a price of $10.00 per share of Common Stock). (Continued to Footnote 2) PAR Capital Management, Inc. ("PCM"), as the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PAR, has investment discretion and voting control over shares held by PAR. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. These shares will be converted into shares of the Issuer's voting common stock on a share for share basis upon the earlier of (a) the election by the holder on or after October 31, 2013 to convert such shares into voting shares and (b) the transfer of such shares to any person that results in PAR no longer being the "beneficial owner" of such shares for purposes of Section 13 of the Exchange Act of 1934. Of these shares, 14,368,233 were issued to PAR at the Closing in exchange for shares of Advanced Inflight Alliance AG held by PAR pursuant to that certain Stock Purchase Agreement, dated as of November 8, 2013, between PAR and the Issuer (the "AIA Stock Purchase Agreement"), and 4,750,000 were issued to PAR at the Closing pursuant to that certain Amended and Restated Common Stock Purchase Agreement, dated as of November 8, 2012, between PAR and the Issuer (the "Backstop Stock Purchase Agreement"). PCM, as the general partner of PAR Group, which is the general partner of PAR, has investment discretion and voting control over shares held by PAR. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. At the Closing, the Issuer assumed warrants (the "Warrants") to purchase shares of capital stock of Row 44, Inc. held by PAR, with the terms of the Warrants being adjusted such that as of immediately following the Closing such Warrants represented the right to acquire an aggregate of 509,592 shares of Common Stock. PCM, as the general partner of PAR Group, which is the general partner of PAR, has investment discretion and voting control over the Warrants and any shares received upon exercise of the Warrants. Each of PCM and PAR Group disclaims beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, if any, as a result of their direct or indirect ownership interests in PAR and a contingent right on the part of PAR Group to receive a performance-based incentive allocation from PAR. Edward L. Shapiro is a portfolio manager employed by PCM who serves as the representative of PAR on the Issuer's board of directors. PAR INVESTMENT PARTNERS, L.P., By: PAR Group, L.P., its General Partner, By: PAR Capital Management, Inc., its General Partner, By: /s/ Steven M. Smith, Title: Chief Operating Officer and General Counsel 2013-02-01 PAR GROUP, L.P., By: PAR Capital Management, Inc., its General Partner, By: /s/ Steven M. Smith, Title: Chief Operating Officer and General Counsel 2013-02-01 PAR CAPITAL MANAGEMENT, INC., By: /s/ Steven M. Smith, Title: Chief Operating Officer and General Counsel 2013-02-01