Item 1.01 Entry Into a Material Definitive Agreement.
On April 23, 2018, RMG Networks Holding Corporation, a Delaware corporation (the “Company”), entered into a letter agreement (“Letter Agreement”), with SCG Digital, LLC, a Delaware limited liability company (“Parent”), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and SCG Digital Financing, LLC, a Delaware limited liability company and an affiliate of Parent (“Lender”), to amend the Agreement and Plan of Merger, dated as of April 2, 2018 (the “Merger Agreement”), by and among the Company, Parent, Merger Sub and Lender. Parent is owned by SCG Digital Holdings, Inc., a Delaware corporation and an affiliate of Gregory H. Sachs, the Company’s Executive Chairman (collectively, the “Sponsor”). Capitalized terms used herein but not otherwise defined in this letter agreement have the meanings ascribed to such terms in the Merger Agreement.
Pursuant to the Letter Agreement, the parties to the Merger Agreement agreed to amend the Merger Agreement to give (a) the Company until May 3, 2018 under Section 6.04(b) of the Merger Agreement to prepare and file the Proxy Statement and Schedule 13E-3 with the Securities and Exchange Commission (the “SEC”) and (b) the Company and Parent until May 3, 2018 to jointly prepare and file the Schedule 13E-3 with the SEC.
The foregoing summary of the Letter Agreement and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Letter Agreement attached as Exhibit 2.1, each of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished as part of this report:
|
|
Exhibit No.
|
Description
|
|
|
2.1
|
Letter Agreement, dated April 23, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.
|