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13. Subsequent Events
6 Months Ended
Dec. 31, 2012
Subsequent Events  
13. Subsequent Events

 

Line of Credit Modification

 

On January 4, 2013 , the Company's Board of Directors approved an increase in the $15,000 line of credit grid promissory note, dated as of June, 29, 2012, and as amended and restated as of December 12, 2012,  from $15,000 to $20,000.  Advances of $1,000,  $2,000 and $2,000 were made on January 4, 2013, January 22, 2013, and February 7, 2013, respectively (see Note 6).

 

The Company intends to use the proceeds to fund working capital requirements and for general corporate purposes.  Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company's independent directors approved the transaction.

 

Additional Line of Credit

 

On February 11, 2013, Sillerman Investment Company II, LLC (the “Lender”), an affiliate of Robert F.X. Sillerman, the Executive Chairman and Chief Executive Officer of the Company, provided an additional line of credit (the “Second Line of Credit”) to the Company in the amount of up to $25,000.  The prior $20,000 line of credit (the “First Line of Credit Note”) has been fully drawn.   

 

The Second Line of Credit is evidenced by a $25,000 line of credit grid promissory note, dated as of February 11, 2013 (the “Second Line of Credit Note”).  Under the Second Line of Credit Note, the Company may, from time to time, draw on the Second Line of Credit in amounts of no less than $1,000, provided that the Company is not permitted to draw on the Second Line of Credit more than once per month.  Interest will accrue on all unpaid principal amounts drawn under the Second Line of Credit Note at a simple interest rate equal to 14% per annum, with interest being paid at maturity.

 

The Second Line of Credit Note matures on the earlier to occur of (i) February 1, 2015, and (ii) the receipt of net proceeds by the Company or any of its wholly-owned subsidiaries from one or more debt or equity offerings by the Company or any of such subsidiaries in an amount equal to at least the amount of principal and accrued and unpaid interest outstanding under the Second Line of Credit Note.  At maturity, the Company must pay to the Lender all principal amounts then outstanding, plus all accrued and unpaid interest thereon.  

 

The Company has also agreed that all net proceeds received by the Company or any of its wholly-owned subsidiaries from any debt or equity offering by the Company or any of such subsidiaries must first be applied toward the payment in full of all outstanding principal and accrued and unpaid interest outstanding under the Second Line of Credit Note.

 

The Company may make prepayments, in whole or in part, under the Second Line of Credit Grid Note at any time, as long as all accrued and unpaid interest thereon is paid through the prepayment date.

 

In consideration of the Lender's agreement to provide the Second Line of Credit, the Company issued to the Lender thereunder 5,000,000 shares of the Company's common stock. Such 5,000,000 shares of the Company's common stock were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereunder and Rule 506 of Regulation D promulgated thereunder.  The Company will book stock based compensation expense in the third fiscal quarter of approximately $5000 related to the shares issued to the Lender.

 

Because the transactions involving the Second Line of Credit and the Second Line of Credit Note were between the Company and an affiliate of Mr. Sillerman, who is the Executive Chairman and Chief Executive Officer of the Company, the Company formed a special committee of independent directors to review the proposed transactions.  Such special committee reviewed and unanimously approved such transactions.

 

The Board of Directors also approved for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the acquisition of all of such 5,000,000 shares of the Company's common stock by the Lender, who is a director by deputization.  Such approval was given, without limitation, for purposes of securing an exemption for such acquisition of all of such 5,000,000 shares of the Company's common stock from the provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

 

The Company also intends to engage in negotiations with Mr. Sillerman and his affiliated entities relating to the First Line of Credit and the Second Line of Credit as soon as practicable in an attempt to restructure such indebtedness on a long term basis.

 

The foregoing descriptions of the Second Line of Credit and Second Line of Credit Note and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety.

 

AdaptiveBlue, Inc.

 

On November 16, 2012, Viggle Inc., a Delaware corporation (“Viggle”), and VX Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Viggle (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AdaptiveBlue, Inc., a Delaware corporation (“AdaptiveBlue”), and Shareholder Representative Services LLC, a Colorado limited liability company, in its capacity as the Stockholders' Agent.  The Merger Agreement was terminated on January 13, 2013 because the transaction did not close by the Merger Agreement's outside date.  As a result of the termination, Viggle paid AdaptiveBlue $500 for its costs, fees and expenses incurred in connection with the negotiation of and performance of its obligations under the Merger Agreement.

 

Shared Services Agreement

 

As of January 4, 2013, the Company entered into a shared services agreement with SFX Holding Corporation (“SFX”), pursuant to which it shares costs for legal and administrative services in support of Mitchell J. Nelson, its General Counsel.  The shared services agreement provides, in general, for sharing generally based on the services provided by Mr. Nelson. Mr. Nelson will continue to be paid by the Company, and SFX will either reimburse Circle Entertainment Inc. (which will reimburse the Company, if applicable) or reimburse the Company directly for its portion of such salary and benefits (but not for any bonus, option or restricted share grant made by either company, which will be the responsibility of the company making such bonus, option or restricted share grant).  Because this transaction is subject to certain rules regarding “affiliate” transactions, the Company's Audit Committee and a majority of the independent members of the Company's Board of Directors have approved this shared services agreement.

 

Issuance of Shares in Connection with Loyalize Acquisition

 

In connection with the purchase from Trusted Opinion Inc. of the Loyalize assets, the Company is also obligated to fund as a purchase price adjustment the difference, if any, by which $1,839 exceeds the calculated value (computed based on the average closing price of its common shares during the 20 days prior to December 31, 2012) of the 137,519 shares on December 31, 2012, either in cash or in common shares of the Company, at Buyer's election.  (See Note 7)  The Company elected to pay this obligation in shares of its common stock and on February 12, 2013, issued 1,171,712 shares of its common stock in satisfaction of this obligation.

 

Issuance of Additional Options to Directors

 

On February 8, 2013, the Board of Directors also approved the issuance of 528,446 additional stock options. On February 12, 2013, the Board of Directors also approved the issuance of 50,000 additional stock options to a newly elected director. The Company expects to record a stock-based compensation charge of approximately $219 in the third quarter related to these options.