Spark Networks SE filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Germany		001-38252		00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Item 1.01 Entry into a Material Definitive Agreement.

Plan of Restructuring

As previously disclosed, on July 7, 2023, the board of directors of Spark Networks SE (the “Company”) approved a Transition Plan (defined below), which included a step-by-step operational performance improvement plan with a fully integrated financial model, restructuring options and an evaluation of the future capital and liquidity requirements of the Company. After the completion of this evaluation, the board of directors of the Company approved the Restructuring Plan described below as part of renegotiating its outstanding indebtedness with MGG Investment Group LP (“MGG”), as a condition to such renegotiation.

On October 9, 2023, the Company filed a notification of restructuring and a restructuring plan (the “Restructuring Plan”) in the Local Court Charlottenburg, Berlin, Germany – Restructuring Court (the “German Court”) pursuant to the Act on the Stabilization and Restructuring Framework for Companies  (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen, StaRUG)  (“StaRUG”) and initiated a restructuring proceeding (the “StaRUG Proceeding”).

Upon the successful conclusion of the StaRUG Proceeding and the Restructuring Plan, the Company’s currently outstanding capital stock and American Depository Shares will be eliminated, and all the Company’s capital stock will then be owned by MGG SPV 33 LLC, a Delaware limited liability company owned by entities affiliated with MGG (“MGG Investor”), due to a cash contribution to the Company’s free capital reserve by MGG Investor.

Amended and Restated Forbearance Agreement and Collateral Agent Advance Agreement

As previously disclosed, on March 11, 2022, the Company entered into a Financing Agreement (the “Financing Agreement”) with Zoosk, Inc. (“Zoosk”) and Spark Networks, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and MGG Investment Group LP (“MGG”), as administrative agent and collateral agent, providing for senior secured term loans in the aggregate principal amount of $100 million. On August 5, 2022, the Company entered into Amendment No.1 to Financing Agreement, which revised certain financial covenants related to the testing of the Company’s quarterly leverage ratio and the Company’s minimum market spend. On March 29, 2023, the Company entered into Amendment No. 2 to Financing Agreement and Forbearance Agreement (the “Forbearance Agreement”) which granted forbearance until May 15, 2023 with respect to the Company’s receipt of a going concern opinion on the condition that the Company retain a financial advisor, and amended the definition of Adjusted EBITDA in the Financing Agreement.

On May 15, 2023, the Company entered into Amendment No. 1 to Forbearance Agreement which extended the forbearance termination date to May 25, 2023 and added to the forbearance the Company’s failure to deliver to the collateral agent a control agreement.

On May 25, 2023, the Company entered into Amendment No. 2 to Forbearance Agreement (the “Second Amendment”) which extended the forbearance period termination date to June 15, 2023 and removed from the forbearance the Company’s failure to deliver to the collateral agent a control agreement (as moot). No other changes were made to the Financing Agreement.

On June 15, 2023, the Company entered into Amendment No. 3 to Forbearance Agreement (the “Third Amendment”) which extended the forbearance period termination date to July 14, 2023, conditioned on (i) by June 19, 2023, the delivery to MGG of an engagement letter appointing Adrian Frankum of Ankura Consulting Group, LLC (“Ankura”) as special project officer, (ii) by June 30, 2023, the Company causing its financial advisor to deliver to MGG a bottoms-up, step-by-step operational performance improvement plan with a fully integrated financial model, including restructuring options and future capital and liquidity requirements of the Company (the “Transition Plan”), (iii) by July 7, 2023, approval by the Company’s board of directors of the Transition Plan, and (iv) by July 7, 2023, the Company engaging an auditor to provide an IDW-S6 opinion.

On July 14, 2023, the Company entered into Amendment No. 4 to Forbearance Agreement (the “Fourth Amendment”) which extended the forbearance period termination date to July 21, 2023.

On July 21, 2023, the Company entered into Amendment No. 5 to Forbearance Agreement (the “Fifth Amendment”) which extended the forbearance period termination date to July 28, 2023 and added to the forbearance the Company’s failure to meet minimum marketing spend requirements over a twelve month period.

On July 28, 2023, the Company entered into Amendment No. 6 to Forbearance Agreement (the “Sixth Amendment”) which extended the forbearance period termination date to August 4, 2023.

On August 4, 2023, the Company entered into Amendment No. 7 to Forbearance Agreement (the “Seventh Amendment”) which extended the forbearance period termination date to August 11, 2023 and added to the forbearance the Company’s failure to maintain minimum liquidity.

On August 11, 2023, the Company entered into Amendment No. 8 to Forbearance Agreement (the “Eighth Amendment”) which extended the forbearance period termination date to September 1, 2023.

On September 1, 2023, the Company entered into Amendment No. 9 to Forbearance Agreement (the “Ninth Amendment”) which extended the forbearance period termination date to September 8, 2023 and added additional forbearances relating to the minimum liquidity ratio and minimum leverage ratio.

On September 8, 2023, the Company entered into Amendment No. 10 to Forbearance Agreement (the “Tenth Amendment”), which extended the forbearance period termination date to September 15, 2023.

On September 15, 2023, the Company entered into Amendment No. 11 to Forbearance Agreement (the “Eleventh Amendment”), which extended the forbearance period termination date to September 22, 2023.

On September 22, 2023, the Company entered into Amendment No. 12 to Forbearance Agreement (the “Twelfth Amendment”), which extended the forbearance period termination date to September 29, 2023.

On September 29, 2023, the Company entered into Amendment No. 13 to Forbearance Agreement (the “Thirteenth Amendment”), which extended the forbearance period termination date to October 6, 2023.

On October 6, 2023, the Company entered into the Amended and Restated Forbearance Agreement and Collateral Agent Advance Agreement (the “Agreement”), which confirms that certain events of default have occurred and are continuing under the Financing Agreement and extends the forbearance period termination date to December 8, 2023 or earlier if certain termination events are triggered in connection with the StaRUG Proceeding. In addition, pursuant to the Agreement, MGG will provide certain Collateral Agent Advances (as defined therein) to the Company as working capital in order to consummate the  Restructuring Plan pursuant to the StaRUG Proceeding.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.