AREN 8-K: Arena Group to combine with Simplify and Bridge Media in reverse merger; $50M equity financing

Arena Group to combine with Simplify and Bridge Media in reverse merger; $50M equity financing

Arena Group Holdings, Inc.

Simplify to own 58.02% of New Arena Common Stock; former Arena stockholders exchange shares 1-for-1.

$25M common stock purchase by 5-Hour at $5.00/share; $25M preferred stock purchase by Hans Foundation at $1,000/share (10% PIK dividend).

$20M committed equity facility with Simplify/affiliate; purchase price equals VWAP or $3.86 floor; 1.5% commitment fee in shares.

Advertisers commit $12M/year for 5 years; Bridge News to provide airtime on broadcast stations for 7 years (auto-renew).

CEO Ross Levinsohn waives good reason for change in control; unvested equity vests at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Arena Group Holdings, Inc. entered into Business Combination Agreement with Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC, and Energy Merger Sub II, LLC valued at Business Combination Agreement dated November 5, 2023 among Arena, Simplify, Bridge Media, Newco, Me (effective 2023-11-05).

Action: entry
Agreement: merger
Counterparty: Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC, and Energy Merger Sub II, LLC
Value: Business Combination Agreement dated November 5, 2023 among Arena, Simplify, Bridge Media, Newco, Me
Effective: 2023-11-05

Exact text from the filing

Item 1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On November 5, 2023, The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify (“Bridge Media”), New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena (“Newco” and, following the consummation of the Mergers (as defined below, “New Arena”)), Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (“Merger Sub 1”), and Energy Merger Sub II, LLC a Delaware limited liability company and a wholly owned subsidiary of Newco (“Merger Sub 2”), entered into a Business Combination Agreement (the “Transaction Agreement”) in connection with the previously announced binding letter of intent between Arena and Simplify, dated August 14, 2023.

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