UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Bright Mountain Media, Inc. (the “Company”) and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), dated June 5, 2020, as amended (the “Credit Agreement”). Centre Lane Partners and its affiliates collectively beneficially own approximately 21.3% of the Company’s common stock.
Effective June 30, 2024, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Deep Focus Agency LLC, and BV Insights LLC, Centre Lane Partners and the lenders party thereto entered into the Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twentieth Amendment”) to amend certain terms of the Credit Agreement. All capitalized terms used below and not defined have the respective meanings ascribed to them in the Twentieth Amendment. The principal changes to the Credit Agreement made in the Twentieth Amendment, include but are not limited to, the following terms:
| (i) | Extending the maturity date of the Nineteenth Amendment Term Loan from June 30, 2024 to December 31, 2024; | |
| (ii) | Changing the repayment of the Nineteenth Amendment Term Loan so that commencing September 30, 2024, the Company commences repayment by making four monthly payments of principal and interest with the balance payable on December 31, 2024; | |
| (iii) | Adjusting the amortization of the Last Out Loans so that quarterly installments of $100,000 commence on September 30, 2024, with such quarterly payments increasing to 2.5% of the amount outstanding under such loans (including capitalized PIK Interest) commencing on March 31, 2025 (previously such increased payments started on March 31, 2024); | |
| (iv) | Changing the Last Out Loan PIK Rate to the Term SOFR plus 7% until December 31, 2024 (previously in place only until June 30, 2024), and to the Term SOFR plus 5% (previously 2%) thereafter; | |
| (v) | Conversion of interest payable on the First Out Loans from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15% with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or transition to payments made 10% PIK and 5% in cash; | |
| (vi) | Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment Term Loan to December 31, 2024; and | |
| (vii) | Agreeing to pay an amendment fee equal to 2% of the principal amount of the Seventeenth Amendment Term Loan and Nineteenth Amendment Term Loan, which amount was paid-in-kind by adding the amount of such amendment fee to the outstanding principal balance. |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bright Mountain Media, Inc. | ||
| Date: July 5, 2024 | By: | /s/ Matt Drinkwater |
| Matt Drinkwater | ||
| Chief Executive Officer | ||