0001144204-16-125901.txt : 20160929 0001144204-16-125901.hdr.sgml : 20160929 20160929090519 ACCESSION NUMBER: 0001144204-16-125901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160926 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160929 DATE AS OF CHANGE: 20160929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inventergy Global, Inc. CENTRAL INDEX KEY: 0001084752 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 621482178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26399 FILM NUMBER: 161908432 BUSINESS ADDRESS: STREET 1: 900 E. HAMILTON AVENUE #180 CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 408-389-3510 MAIL ADDRESS: STREET 1: 900 E. HAMILTON AVENUE #180 CITY: CAMPBELL STATE: CA ZIP: 95008 FORMER COMPANY: FORMER CONFORMED NAME: EON COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991123 FORMER COMPANY: FORMER CONFORMED NAME: CORTELCO SYSTEMS INC DATE OF NAME CHANGE: 19990421 8-K 1 v449661_8k.htm FORM 8-K

 

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 29, 2016 (September 26, 2016)

 

Inventergy Global, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-26399   62-1482176
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

900 E. Hamilton Avenue #180

Campbell, CA

  95008
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 389-3510

 

Not Applicable

(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 to the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On September 26, 2016, Inventergy Global, Inc. (the “Company”), Inventergy Inc., a wholly-owned subsidiary of the Company, and certain affiliates of Fortress Investment Group, LLC (“Fortress”) entered into a fifth amendment (the “Amendment”) to the Amended and Restated Revenue Sharing and Note Purchase Agreement, which was originally entered into by the parties on October 1, 2014. The Amendment among other things: (i) defers the Company’s monthly amortization payments until October 30, 2016 and (ii) waives the Company’s obligation to maintain a $1 million minimum cash balance until October 30, 2016.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

In connection with the Amendment, on September 27, 2016, the Company entered into a non-binding letter of intent (the “LOI”) with Fortress under which Fortress would have the right to fund an enhanced enforcement program to further monetize the Company’s patent assets. A copy of the LOI is attached hereto as Exhibit 99.1.

 

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 7.01.Regulation FD Disclosure.

 

On September 29, 2016, the Company issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit 99.2. The press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

10.1Fifth Amendment to Amended and Restated Revenue and Note Purchase Agreement, dated as of September 26, 2016, among the Company, Inventergy, Inc., DBD Credit Funding LLC and the Revenue Participants and Note Purchasers thereto.

 

99.1Letter of Intent, dated as of September 27, 2016, between the Company and DBD Credit Funding LLC.

 

99.2Press release, dated September 29, 2016.

 

 

 

 

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.

 

Dated: September 29, 2016

 

  INVENTERGY GLOBAL, INC.
     
  By:   /s/ Joseph W. Beyers
    Name: Joseph W. Beyers
    Title: Chief Executive Officer

 

 

 

EX-10.1 2 v449661_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

 

FIFTH AMENDMENT TO AMENDED AND RESTATED

REVENUE SHARING AND NOTE PURCHASE AGREEMENT

 

This FIFTH AMENDMENT TO AMENDED AND RESTATED REVENUE SHARING AND NOTE PURCHASE AGREEMENT (this “Fifth Amendment”) is dated as of September 26, 2016 among Inventergy Global, Inc., a Delaware corporation (“Parent”), Inventergy, Inc. (“Owner”, and, collectively, the “Company”), DBD Credit Funding, LLC as collateral agent (the “Collateral Agent”), and the Revenue Participants and Note Purchasers (collectively, the “Purchasers”) thereto, and amends that certain Amended and Restated Revenue Sharing and Note Purchase Agreement between the Company, the Collateral Agent and the Purchasers originally dated as of October 1, 2014 and amended and restated as of February 25, 2015, and further amended as of October 30, 2015, as of November 30, 2015 as of March 1, 2016 and as of August 19, 2016 (such Agreement, as amended hereby and as may be further amended, supplemented or otherwise modified and in effect from time to time, the “Agreement”). Capitalized terms used and not otherwise defined in this Fifth Amendment shall have the meanings specified in the Agreement.

 

WHEREAS, the Company and the Purchasers are in discussions relating to a possible restructuring of the obligations provided under the Agreement. In light of those discussions and in order to permit sufficient time for such parties to reach agreement on the terms of such restructuring and, subject to agreement being reached, to implement such restructuring, the Company has requested (i) that no amortization payments shall be due and payable until October 30, 2016 and (ii) that the Liquidity maintenance requirement of not less than One Million Dollars ($1,000,000) be waived through October 30, 2016.

 

WHEREAS, the Purchasers are prepared to agree to the Company’s requests subject to the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

Section 1. Amendments. The Agreement shall be amended as follows:

 

1.01.           Amortization. Section 2.2.4.3 of the Agreement shall be amended and restated as follows:

 

“2.2.4.3 Amortization. Commencing on October 30, 2016, the Company shall make monthly amortization payments on the Notes in an amount, as of the date of such payment, equal to (x) the then outstanding principal amount divided by (y) the number of months left until the Maturity Date. The amount of the monthly amortization payment shall be calculated by the Company, and provided to the Collateral Agent for review, initially prior to the first such payment and recalculated following any optional or mandatory prepayment”.

 

 

 

 

1.02.           Disposition. Section 6.9.1 of the Agreement shall be amended and restated as follows:

 

“6.9.1.  Dispositions.  The Company shall not make any Disposition of any Patents or of any equity interests in Owner other than (i) entering into settlement agreements or non-exclusive licensing arrangements with respect to the Patents in pursuit of the Monetization Activities, (ii) sales of the Company’s proprietary hardware and software products in the ordinary course of business provided, for the avoidance of doubt, that no such arrangements shall permit the use of any Patents other than as required for the sale of such products; (iii) the entry into exclusive license agreements or sales of Patents with the written consent of the Majority Purchasers, such consent not to be unreasonably withheld, conditioned or delayed; and (iv) prior to December 2, 2015, the entry into contingency, revenue sharing or profit sharing arrangements with additional law firms, consultants or other professionals to the extent such arrangements are not inconsistent with the Purchasers’ rights in respect of the Monetization Revenues hereunder.  For the avoidance of doubt, prior to September 26, 2016, nothing in the foregoing shall be construed to prohibit Company from replacing or dividing existing agreements under substantially equivalent, or more favorable to the Company, financial and other terms than the Existing Encumbrances or such existing agreements.  Without limiting the foregoing, from September 26, 2016 through October 30, 2016 (and thereafter during the pendency of any Default or Event of Default), the Company shall not (w) make any Disposition of any Patents or of any equity interests in Owner, (x) shall not commence any new litigation or take any other material action in furtherance of Monetization Activities, (y) engage any broker or other professional in connection with any sale or other Disposition of any Patent or rights therein, or enter into any arrangements that provide any party with a right to payment based on the Company’s receipt of Monetization Revenues (including any contingency fee arrangements) or (z) grant any Lien or other rights with respect to any Patents, including, without limitation, non exclusive licensing arrangements, exclusive licensing arrangements or sales of Patents or interests therein, in each case, without the prior written consent of the Majority Purchasers, which consent may be granted or withheld in their sole discretion.  For the avoidance of doubt, proceeds of any Disposition of any Patents, or of any equity interest in Owner, shall constitute Monetization Revenues and shall be distributed in accordance with Section 2.9.”

 

 

1.03.                 Minimum Liquidity. Section 6.10 of the Agreement shall be amended and restated as follows:

 

“6.10 Minimum Liquidity. The Company shall maintain not less than (x) One Million Dollars ($1,000,000) in unrestricted cash and Cash Equivalents (“Liquidity”) from the Closing Date through November 1, 2015, (y) Two Hundred Thousand Dollars ($200,000) in Liquidity from March 1, 2016 through June 30, 2016, and (z) One Million Dollars ($1,000,000) in Liquidity from and after October 30, 2016, in each case not including amounts on deposit in the Cash Collateral Account except to the extent the Company is entitled to such amounts and shall provide weekly certifications demonstrating the Company’s Liquidity. Commencing October 30, 2016, such certifications demonstrating the Company’s Liquidity shall be provided by 5:00 p.m. PST on each Friday (or, if Friday is a bank holiday, on the immediately preceding day that is not a bank holiday), shall show Liquidity on that day and shall be accompanied by evidence satisfactory to the Collateral Agent.

 

 

 

 

Section 2. Effectiveness.

 

The effectiveness of this Fifth Amendment is subject to:

 

1. the receipt by the Collateral Agent of the following: (i) fully executed copies of this Fifth Amendment and (ii) an officer’s certificate from an Authorized Officer of the Company certifying that the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof in all material respects, and that there exists no Default or Event of Default, after giving effect to this Fifth Amendment; and

 

2. the Company’s payment of all fees and expenses (including attorneys’ fees) to the extent invoiced on or before the date hereof (including, without limitation, reasonable fees and disbursements of Ropes & Gray LLP) incurred by the Collateral Agent in connection with the preparation, negotiation, execution and delivery of this Fifth Amendment or otherwise owing under the Agreement; provided, that the Company agrees to promptly pay any additional such amounts invoiced following the effectiveness of the Fifth Amendment.

 

Section 3. Miscellaneous. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Fifth Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Agreement or any Document, nor constitute a waiver of any provision of the Agreement or any Document, except as specifically provided by this Fifth Amendment. This Fifth Amendment is a Document, and a part of the Agreement, for all purposes of the Agreement. This Fifth Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Fifth Amendment are for reference only and shall not affect the construction of this Fifth Amendment.

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed and delivered as of the day and year first above written.

 

  Revenue Participant:
     
  CF DB EZ LLC
     
 

/s/ Contantine M. Dakolias

  By:  

Constantine M. Dakolias

  Title:  

President

     
     
  Note Purchaser:
     
  Drawbridge Special Opportunities Fund LP
  By: Drawbridge Special Opportunities GP LLC, its general partner
     
 

/s/ Contantine M. Dakolias

  By:  

Constantine M. Dakolias

  Title:

President

 

 

 

[Signature Page to Fifth Amendment]

 

 

 

  Collateral Agent:
   
  DBD Credit Funding LLC
   
  /s/ Contantine M. Dakolias
  By: Constantine M. Dakolias
  Title: President

 

 

 

[Signature Page to Fifth Amendment]

 

 

 

  Company:
     
  INVENTERGY GLOBAL, INC.
     
 

/s/ Joseph W. Beyers 

  By:      Joseph W. Beyers
  Title:   Chief Executive Officer and Chairman
     
     
  INVENTERGY, INC.
   
 

/s/ Joseph W. Beyers 

  By:      Joseph W. Beyers
  Title: Chief Executive Officer and Chairman

 

 

 

[Signature Page to Fifth Amendment]

 

 

EX-99.1 3 v449661_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

EXECUTION

 

DBD Credit Funding LLC

1345 Avenue of the Americas, 46th Floor

New York, New York 10105

 

Inventergy Global, Inc.

900 E. Hamilton Avenue #180

Campbell, CA 95008

Attn: Joseph Beyers

 

  September 27, 2016

 

 

Re:Letter of Intent Regarding Proposed Restructuring

 

Dear Mr. Beyers:

 

This Non Binding Letter of Intent (this “Letter of Intent”) outlines the general terms and conditions pursuant to which Inventergy Global, Inc. (“you” and, together with your subsidiaries, the “Company”) have proposed that DBD Credit Funding LLC and its affiliates (“we” or “DBD”) consider agreeing to a restructuring of the obligations of the Company under that certain Amended and Restated Revenue Sharing and Note Purchase Agreement dated as of October 1, 2014 (as amended and in effect, the “Agreement” and such existing obligations, the “Obligations” and the proposed restructuring, the “Proposed Restructuring”). What we understand to be the material terms of the Proposed Restructuring are set forth in the proposed Summary Term Sheet attached as Exhibit A hereto. Terms used in the Summary Term Sheet and not defined shall have the meanings provided in the Agreement.

 

If we have correctly described the Proposed Restructuring, please indicate your agreement by countersigning below.

 

This Letter of Intent constitutes a non binding indication of willingness on our part to explore the Proposed Restructuring, and your agreement to pay our expenses in connection with such exploration regardless whether the Proposed Restructuring is consummated. In furtherance of, and as evidence of our willingness to explore, the Proposed Restructuring, we have agreed to an amendment to the Agreement that extends the time for performance of certain of the Company’s obligations under the Agreement from September 30, 2016 to October 30, 2016.

 

Notwithstanding any provision of this Letter of Intent, or any other action of the parties, we are not bound to the Proposed Restructuring unless and until definitive documentation is agreed to by both we and you (“Definitive Documentation”), and until any conditions to the completion of the Proposed Restructuring that are set forth in the Definitive Documentation have been satisfied.

 

Without limiting the foregoing this Letter of Intent may not be relied upon by the Company or any other party as the basis for a contract by estoppel or otherwise. Moreover, no past, present or future action, course of conduct, or failure to act relating to the Proposed Restructuring or relating to the negotiation of the terms of such transaction will give rise to or serve as the basis for any obligation or other liability on the part of DBD or any of its affiliates. Any such agreement by the parties shall only be provided for in the Definitive Documentation, if and when such Definitive Documentation has been agreed to and executed.

 

 

 

 

No party shall be entitled to rely on this Letter of Intent for any reason, and the Company agrees to fully indemnify and hold DBD harmless from any third party claims, including the expenses of defense. Without limiting the foregoing, the parties agree, confirm and acknowledge that no shareholder or other investor in, or lender to, the Company, and no prospective shareholder or other investor in, or lender to, the Company, shall have any rights, derivative or otherwise, under this Letter of Intent, and the parties do not intend for any third party reliance to be created under this Letter of Intent.

 

This Letter of Intent may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts when taken together will constitute but one and the same instrument.

 

This Letter of Intent, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be governed by and construed under and in accordance with the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of any law other than the laws of the State of New York. Each party to this Letter of Intent hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court, or if such court does not have jurisdiction, any New York State court, in either case sitting in New York, New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Letter of Intent or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

Please acknowledge your acceptance of and agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this Letter of Intent.

 

  Very truly yours,
   
  DBD Credit Funding LLC
     
     
  By:  /s/ Marc Furstein
    Name: Marc Furstein
   

Title: Chief Operating Officer

 

ACCEPTED AND AGREED TO AS OF

September 27, 2016

 

 

INVENTERGY GLOBAL, INC.

 

 

By:  

/s/ Joseph W. Beyers 

 
  Joseph Beyers, President and CEO  

 

 

 

 EXHIBIT A

 

 

Term Sheet For Proposed Restructuring

 

The following non-binding term sheet (this “Term Sheet”) describes a potential revenue sharing arrangement between DBD Credit Funding LLC or any of its affiliates ( “DBD”) and Inventergy Global, Inc. and its subsidiaries (collectively, the “Company”). This Term Sheet does not purport to summarize all of the terms and conditions which would be contained in the definitive legal documentation for the contemplated transaction. This Term Sheet is non-binding and the parties do not have any obligations with respect to the revenue sharing arrangement or any other matter referenced herein unless and until definitive transaction documents are executed and delivered by the parties. Capitalized terms used and not defined herein shall have the meanings provided in the Letter of Intent to which this Term Sheet is appended.

 

Revenue Share: The Proposed Restructuring will effect a restructuring and replacement of the Obligations under the Agreement with obligations under a revenue share agreement (the “Revenue Share”).  The Revenue Share will relate to certain intellectual property owned by the Company and originally purchased by the Company from Panasonic, Nokia and Hauwei (such parties, the “Prior Owners” and such intellectual property, collectively, the “IP”).  The Revenue Share will provide for the allocation of the Patent Realization Event Net Proceeds (as defined in the Agreement) arising from the IP (collectively, “Monetization Revenues”).
Tax/Accounting Treatment The Revenue Share will replace all of the current Obligations under the Agreement.  The satisfaction of DBB with the tax and accounting treatment of the Proposed Restructuring and of the Revenue Share will be conditions to the completion of the Proposed Restructuring.
Nokia Debt: The Company shall remain solely responsible for paying interest and principal payments due to Nokia in connection with the Company’s $2.2 million debt to Nokia (the “Nokia Debt”), except that if and to the extent that there are Monetization Revenues, the principal of the Nokia Debt shall be paid from such Monetization Revenues prior to any distribution to DBD on account of such Monetization Revenues (excluding, for the avoidance of doubt, any principal on account of interest accruing on the Nokia Debt, which shall be the responsibility of the Company).
Security Interest: To secure its rights with respect to the Revenue Share, DBD shall be granted a first priority perfected security interest in the IP and on all Monetization Revenues.  All Monetization Revenues shall be paid to an account that is under the sole and exclusive control of DBD.  

 

 

 

 

Funding: The Company shall be responsible for all expenses related to the maintenance, prosecution and enforcement of the IP prior to the closing of the Proposed Restructuring (the “Closing”), including any fees incurred at regional patent offices through the Closing.  Following the Closing, DBD shall be responsible for the expenses associated with the maintenance, prosecution and enforcement of the IP, and for any expenses associated with the pursuit of monetization activities relating to the IP (any such funding by Fortress, the “Cash Advances”).  For the avoidance of doubt, DBD will have the right, in its sole and absolute discretion, to make decisions as to what Cash Advances it will make, and the use to which such amounts are put; provided, that the Company will have no responsibility to pay expenses related to the IP or its monetization that accrue following the Closing (other than from Monetization Revenues), except the Company will retain the liability to pay HTS Consulting.
Revenue Sharing Waterfall:

Monetization Revenues shall be applied as follows:

 

First, to the extent required, to pay amounts due to Prior Owners in respect of their retained interests in the IP, to pay the Nokia Debt and to make other third party payments due to brokers, subject, to the extent applicable, to the limitations specified in Section 2.9 of the Agreement. The Definitive Documentation will include representations by the Company detailing the extent of all existing liabilities to Prior Owners, brokers and other third parties. To the extent permissible, the foregoing payments will be made following DBD first receiving the amounts provided under clauses (x) and (y) below.

 

Second, to DBD until it has received an amount equal to the sum of (x) 100% of its Cash Advances plus (y) 20% interest, compounded annually, on the Cash Advances that are outstanding from time to time plus (z) $30.5 million (the amounts in this clause, the “Priority Amounts”); and

 

Third, all remaining Monetization Revenues will be split 70% to DBD and 30% to the Company. 

 

 

 

 

IP Management: DBD shall have the sole and absolute discretion to make decisions relating to, and shall otherwise fully control in all respects the IP, including by way of example and not limitation:  (x) the initiation, direction and negotiation of any assignment, sale or license of any IP or engagement in any other type of Monetization activities; (y) the maintenance or abandonment of the IP; or (z) to make or to decline to make Cash Advances.  The Company shall promptly follow all DBD’s directions and instructions with respect to, and closely implement, the foregoing, including by executing all pertinent documents and agreements and taking all other necessary or appropriate actions to that effect.  DBD shall have no liability to the Company for any acts or omissions in connection with the IP.  Joe Beyers shall be available to DBD to provide such assistance and consulting to the operation and enforcement of the IP as DBD shall request.  Without limiting the foregoing, if and to the extent that the Company enters into any arrangements with respect to the IP that are not consented to in advance in writing by DBD, such arrangements shall be null and void ab initio and of no effect.
Governing Law and Jurisdiction: The definitive agreements will be governed by New York law and subject to exclusive venue in New York.
Expenses The Company shall pay the expenses associated with completion of the Proposed Restructuring, including legal fees and disbursements of DBD.
Other Sources of Revenue Revenue of the Company not related to the IP, including but limited to Inventergy Innovations, shall not be included in the Revenue Share nor shall DBD have any management control over such other operations nor a lien on any other assets of the Company other than the IP and associated Monetization Revenue.  Notwithstanding the foregoing, if the Company breaches its obligations under the Definitive Documentation, including by failing to fully cooperate with and facilitate DBD’s control of the IP and the monetization process relating to the IP, the Priority Amounts will be a fully liquidated and non contingent claim and Fortress shall have full recourse to all assets of the Company to recover the  Priority Amounts.

 

 

 

 

Definitive Documentation; Structuring The Definitive Documentation shall include other customary and appropriate terms and conditions, including representations and warranties of the Company and conditions precedent, and shall be satisfactory to DBD in all respects.   The structuring of the Revenue Share is to be determined pursuant to the Definitive Documentation.  The Definitive Documentation will provide that at DBD’s election, the IP may be transferred to DBD (or a designee) provided that the IP shall remain subject to the Revenue Share notwithstanding any such transfer.  DBD may also require, either at or following the Closing, the Company to execute an exclusive license for all or any portion of the IP to the extent that DBD determines that such will facilitate DBD’s management of the monetization process for the IP.
Non Reliance

No party shall be entitled to rely on this Letter of Intent for any reason, and the Company agrees to fully indemnify and hold DBD harmless from any third party claims, including the expenses of defense. Without limiting the foregoing, the parties agree, confirm and acknowledge that no shareholder or other investor in, or lender to, the Company, and no prospective shareholder or other investor in, or lender to, the Company, shall have any rights, derivative or otherwise, under this Letter of Intent, and the parties do not intend for any third party reliance to be created under this Letter of Intent.

 

The Definitive Documentation shall provide that DBD shall have no fiduciary duty to the Company or to any shareholder, investor or lender to the Company, and that DBD shall be fully protected and shall have no liability to the Company for any acts or omissions of DBD in managing the IP, and shall have full discretion to take whatever actions that DBD shall determine appropriate in the management of the IP and in the pursuit of monetization of the IP. 

 

 

 

EX-99.2 4 v449661_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

 

Inventergy Announces Agreement with Fortress Investment Group

 

 

CAMPBELL, CA -- (Marketwired) – September 29, 2016 -- Inventergy Global, Inc. (NASDAQ: INVT), an intellectual property licensing and innovation company (“Inventergy”), announced today that it has entered into a definitive agreement (the “Agreement”) with affiliates of Fortress Investment Group (NYSE: FIG) (“Fortress”) to amend their existing note agreement. Under terms of the agreement, Fortress will defer the September 30, 2016 amortization payment and waive minimum liquidity requirements until October 30, 2016. This extension is intended to provide time for Inventergy and Fortress to conclude discussions outlined in a signed non-binding letter of Intent (the “Letter”) under which Fortress would have the right to fund an enhanced enforcement program to further monetize Inventergy’s 760 telecommunication patent assets.

 

In addition to working with Fortress to engage in the monetization of the current patent assets when the discussions are concluded, Joe Beyers and the rest of the Inventergy management team are aggressively driving new initiatives within the Inventergy Innovations program. This includes the hire of Ken Cannizzaro, who joined the team when Inventergy Innovations was created. Mr. Cannizzaro previously worked with Mr. Beyers at Hewlett-Packard where they created a multi-hundred million dollar a year technology licensing program similar to the Inventergy Innovations model. In the past five months, Inventergy Innovations has completed four partnership agreements and one additional letter of intent, with others expected soon from a pipe-line of more than 10 additional prospects. Significant progress is also being made by the current partnerships with the first results of this effort announced recently.

 

The Letter is non-binding and subject to the execution of a definitive agreement between the parties, which is expected to be entered into within the next 30 days. Additional information regarding the terms of the Agreement and the Letter will be available in the Current Report on Form 8-K to be filed today with the Securities and Exchange Commission. Inventergy has not yet determined the accounting treatment of this potential transaction on its financial statements in future periods.

 

 

inventergy.com  900 E. Hamilton Avenue, Suite 180 / Campbell, CA 95008

 

 

About Inventergy Global, Inc.

Inventergy Global, Inc. is a Silicon Valley-based intellectual property company dedicated to identifying, acquiring and licensing patented technologies of market-significant technology leaders. Led by IP industry pioneer and veteran Joe Beyers, the Company leverages decades of corporate experience, market and technology expertise, and industry connections to assist Fortune 500 and other technology companies in leveraging the value of their innovations to achieve greater returns. For more information about Inventergy, visit www.inventergy.com.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements, estimates, forecasts and projections with respect to future performance and events, which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent and belief or current expectations of the Company and its affiliates and subsidiaries and their respective management teams. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "will," "should," "seek" and similar expressions and include any projections or estimates set forth herein. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, that actual results may differ materially from those projected in the forward-looking statements.

 

 

Contact:

Robert Haag

IRTH Communications

INVT@irthcommunications.com

866-976-4784

 

 

inventergy.com  900 E. Hamilton Avenue, Suite 180 / Campbell, CA 95008

 

 

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