UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12,
2023
GRINDR INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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001-39714
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92-1079067
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, CA 90069
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310)
776-6680
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.0001 per share
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GRND
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The New York
Stock Exchange
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Warrants, each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50 per share
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GRND.WS
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The New York
Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 |
Entry Into a Material Definitive Agreement.
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Fortress Credit Corp. Loan
On May 12, 2023, Grindr Inc. (the “Company”),
Grindr Group LLC (“Legacy
Grindr”), Grindr Capital LLC (f/k/a San Vicente Capital LLC)
(the “Borrower”),
Fortress Credit Corp. (“Fortress”)
and the other credit parties and lenders party to the June 10, 2020
credit agreement (the “Credit
Agreement”) between Grindr Gap LLC (f/k/a San Vicente Gap
LLC) (“Grindr
Gap”), the Borrower, Fortress and the other credit parties
and lenders party thereto, entered into an Amendment No. 4 to the
Credit Agreement and related agreements (the “Amendment No.
4”). Pursuant
to Amendment No. 4, the
Company and Legacy Grindr have become guarantors of the borrowings
under the Credit Agreement and have pledged certain of their assets
as collateral. The Company and Legacy Grindr have also become
subject to the covenants under the Credit Agreement. In addition,
the Company has replaced Grindr Gap as the reporting entity under
the Credit Agreement and is required to furnish financial
information to the lenders based on the Company’s consolidated
financial information, including the liquidity calculation and
financial covenant certification.
The Credit Agreement permitted the Borrower to borrow up to $192.0
million through a senior secured credit facility. The Borrower,
Fortress and the other credit parties and lenders entered into
Amendment No. 2 to the Credit Agreement on June 13, 2022, which
permitted the Borrower to borrow an additional $60.0 million
through several supplemental term loans. The Borrower, Fortress and
the other credit parties and lenders entered into Amendment No. 3
to the Credit Agreement on November 14, 2022, which permitted the
Borrower to borrow an additional $170.8 million through several
supplemental term loans.
The Borrower is a direct subsidiary of Grindr Gap, which is a
direct subsidiary of Legacy Grindr. Legacy Grindr is a direct
subsidiary of the Company. Borrowings under the Credit Agreement
are guaranteed by all of the subsidiaries of Legacy Grindr (other
than the Borrower and Grindr Canada Inc.) and are collateralized by
the capital stock and/or certain assets of all of the subsidiaries
of Legacy Grindr.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Amendment No. 4 to the Credit Agreement, dated as of May 12, 2023,
among Grindr Gap LLC, Grindr Capital LLC, Fortress Credit Corp.,
Grindr Inc., Grindr Group LLC and the other parties thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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GRINDR INC.
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Date: May 17, 2023
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By:
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/s/ Vandana
Mehta-Krantz
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Name:
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Vandana Mehta-Krantz
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Title:
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Chief Financial Officer
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