Report of Foreign Issuer (6-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

 

Report of Foreign Private Issuer Pursuant to Section 13(a) -16 or 15(d) - 16 of the Securities Exchange Act of 1934

 

For the month of December, 2017

 

000-23697

(Commission file number)

 

EROS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

________________________________________

 

550 County Avenue

Secaucus, New Jersey 07094

Tel: [phone]

(Address of principal executive office)

_______________________________________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F  ☑    Form 40-F  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Incorporation by Reference

 

This Report on Form 6-K shall be incorporated by reference into the Registrant's Form F-3 Registration Statement (File No. 333-219708), as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed or furnished by the Registrant under the Securities Act of 1933 or the Securities Act of 1934, in each case as amended.

 

 

 

The Offering

 

On December 6, 2017, Eros International Plc (the “Company”) closed its previously announced registered direct offering of such Notes. On December 1, 2017, Eros International Plc (the “Company”) announced a registered direct offering (the “Offering”) of $122,500,000 aggregate principal amount of the Company’s Senior Convertible Notes (collectively, the “Notes”) and a Warrant (collectively, the “Warrants” and, together with the Notes, the “Securities”)) to purchase up to 2,000,000 of the Company’s A ordinary shares, par value of GBP 0.30 per share (the “Ordinary Shares”), for an aggregate purchase price of $100,000,000. The Offering was effected pursuant to a prospectus supplement dated December 1, 2017 under the Company’s Registration Statement on Form F-3 (Registration No. 333-219708), as amended (the “Registration Statement”). The Registration Statement was declared effective on October 2, 2017.  The exhibits filed herewith in connection with the issuance of the Notes and Warrants are hereby incorporated by reference into the Registration Statement.

 

In connection with the issuance of the Notes, the Company entered into an indenture, dated as of December 6, 2017, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture thereto, dated as of December 6, 2017 (the “Supplemental Indenture” and, the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”). The terms of the Notes include those provided in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

 

The terms of the Notes and Warrants are summarized in, and the forms of Base Indenture, Supplemental Indenture, Note and Warrant are filed as exhibits to, the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on December 4, 2017, which summaries are incorporated herein by reference as qualified by such exhibits.

 

Exhibits

 

Exhibit No.		Description
5.1		Opinion of Cains Advocates Limited
5.2		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Cains Advocates Limited (included in Exhibit 5.1 hereto)
23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2 hereto)

 

 

 

 

 

SIGNATURE

 

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, thereunto duly authorized.

 

Date: December 6, 2017		Eros International Plc
		By:	/s/    Mark Carbeck
			Name: Mark Carbeck
			Title: Chief Corporate and Strategy Officer