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SEC Filings

SEVEN STARS CLOUD GROUP, INC. filed this Form 8-K on 12/04/2017
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Item 1.01Entry into a Material Definitive Agreement


As previously reported and disclosed, on June 30, 2017, Seven Stars Cloud Group, Inc. (the “Company” or “SSC”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BT Capital Global Limited, a British Virgin Islands company (“BT”) an affiliate of the Company’s chairman Bruno Wu, pursuant to which the issued and outstanding stock that the Company holds in three separate non-core assets were sold to BT in exchange for RMB100 million (approximately $14.75 million at the current exchange rate) in a combination of cash and publicly traded stock to be paid to the Company within one year of closing.


The assets sold to BT Capital Global Limited included:


  SSC’s 80% equity interest in Zhong Hai Shi Xun Media;


  SSC’s 13% equity interest in Nanjing Tops Game; and


  A portion of SSC’s 40% total equity interest in the recently announced Pantaflix JV, which will leave SSC with a remaining 15% stake post transaction.


The Company and BT have agreed, effective November 28, 2017, for strategic reasons to amend the Purchase Agreement such that the Company will neither sell to BT the equity of Nanjing Tops Game Co. Ltd, and the equity of the Pantaflix joint venture nor receive the previously agreed upon consideration for such sales. The Company will only sell to BT 80% of the outstanding capital stock of Zhong Hai Shi Xun Media Col, Ltd (“Zhong Hai”) for zero consideration. The impetus behind the sale of the Company’s interest in Zhong Hai is to streamline the operations of the Company and to eliminate the Company’s exposure to any liabilities and obligations of Zhong Hai.


The foregoing description of the Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement which will be filed as exhibit to the Company’s next Quarterly Report on Form 10-Q.