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Rimini Street Announces $140 Million Refinancing

Rimini
Street, Inc. (Nasdaq: RMNI), a global provider of enterprise
software products and services, and the leading third-party support
provider for Oracle and SAP software products, today announced it has
entered into a binding agreement with a syndicate of investors,
including a fourth round of equity participation by Rimini Street’s
largest shareholder, Adams Street Partners, to refinance its current
credit facility with the issuance of $140 million of Series A
convertible preferred stock and 2.9 million shares of common stock.
Closing is subject to a shareholder vote and certain other customary
closing conditions. Holders of a majority of the Company’s common stock
have agreed to vote in favor of the transaction, and the Company expects
the transaction to close in the third quarter of 2018.

The transaction is expected to unlock more than $95 million of cash flow
over the next three years as compared to the current credit facility.
The transaction extends the expected financing maturity from 2020 for
the current credit facility to 2023 for the new financing, when the
preferred equity may be redeemed by the holders in full.

The Series A convertible preferred stock is subject to an original
issuance discount of 5%, has a conversion price of $10.00 per common
share (representing a 72% premium over the $5.83 closing price per
common share on June 15, 2018), a cash dividend of 10% per annum paid
quarterly and a payment-in-kind (PIK) dividend of 3% per annum
capitalized quarterly. Rimini Street may redeem for cash up to $80
million of the convertible preferred equity under certain circumstances
within the initial three years, subject to ‘make whole’ dividends for
that period, and after three years may redeem all of the preferred
equity or force its conversion into common stock under certain
circumstances.

Rimini Street will also issue approximately 2.9 million shares of common
stock to the investors, and the redemption obligations of the company
will be secured by promissory notes. Additional material terms of the
financing, including when the promissory notes may replace the preferred
stock, can be found in the Company’s SEC filings.

“Rimini Street has delivered 49 consecutive quarters of revenue growth
by providing value-driven, innovative support solutions and exceptional
service that meet the support service needs of enterprise software
licensees worldwide,” said Seth
A. Ravin, Rimini Street CEO. “This $140 million Series A convertible
preferred equity transaction achieves one of our stated 2018 financial
priorities by replacing our current credit facility with an equity
instrument that provides the Company a significantly lower cost of
capital over the next three years, and more operational flexibility to
invest in new products, services and growth.”

Transaction Advisors

Cowen served as exclusive financial advisor and placement agent to
Rimini Street. Gibson Dunn & Crutcher LLP acted as legal counsel to
Rimini Street.

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise
software products and services, and the leading third-party support
provider for Oracle and SAP software products, based on both the number
of active clients supported and recognition by industry analyst firms.
The Company has redefined enterprise software support services since
2005 with an innovative, award-winning program that enables licensees of
IBM, Microsoft, Oracle, Salesforce, SAP and other enterprise software
vendors to save up to 90 percent on total support costs. Clients can
remain on their current software release without any required upgrades
for a minimum of 15 years. Over 1,580 global Fortune 500, midmarket,
public sector and other organizations from a broad range of industries
currently rely on Rimini Street as their trusted, third-party support
provider. To learn more, please visit http://www.riministreet.com,
follow @riministreet
on Twitter and find Rimini Street on Facebook
and LinkedIn.
(IR-RMNI)

Forward-Looking Statements

Certain statements included in this communication are not historical
facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as
“may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “seem,” “seek,” “continue,”
“future,” “will,” “expect,” “outlook” or other similar words, phrases or
expressions. These forward-looking statements include, but are not
limited to, statements regarding our expectations as to timing and
successful completion of the equity financing transaction, future
events, future opportunities and growth initiatives, and projections of
cost savings. These statements are based on various assumptions and on
the current expectations of management and are not predictions of actual
performance, nor are these statements of historical facts. These
statements are subject to a number of risks and uncertainties regarding
Rimini Street’s business, and actual results may differ materially.
These risks and uncertainties include, but are not limited to, closing
of the financing transaction described herein, changes in the business
environment in which Rimini Street operates, including inflation and
interest rates, and general financial, economic, regulatory and
political conditions affecting the industry in which Rimini Street
operates; adverse litigation developments or government inquiry; the
final amount and timing of any refunds from Oracle related to our
litigation; our ability to refinance existing debt on favorable terms;
changes in taxes, laws and regulations; competitive product and pricing
activity; difficulties of managing growth profitably; the success of our
recently introduced products and services, including Rimini Street
Mobility, Rimini Street Analytics, Rimini Street Advanced Database
Security, and services for Salesforce Sales Cloud and Service Cloud
products; the loss of one or more members of Rimini Street’s management
team; uncertainty as to the long-term value of RMNI common stock; and
those discussed under the heading “Risk Factors” in Rimini Street’s
Annual Report on Form 10-K filed on March 15, 2018, as updated from time
to time by Rimini Street’s Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other filings by Rimini Street with the
Securities and Exchange Commission. In addition, forward-looking
statements provide Rimini Street’s expectations, plans or forecasts of
future events and views as of the date of this communication. Rimini
Street anticipates that subsequent events and developments will cause
Rimini Street’s assessments to change. However, while Rimini Street may
elect to update these forward-looking statements at some point in the
future, Rimini Street specifically disclaims any obligation to do so,
except as required by law. These forward-looking statements should not
be relied upon as representing Rimini Street’s assessments as of any
date subsequent to the date of this communication.

© 2018 Rimini Street, Inc. All rights reserved. “Rimini Street” is a
registered trademark of Rimini Street, Inc. in the United States and
other countries, and Rimini Street, the Rimini Street logo, and
combinations thereof, and other marks marked by TM are trademarks of
Rimini Street, Inc. All other trademarks remain the property of their
respective owners, and unless otherwise specified, Rimini Street claims
no affiliation, endorsement, or association with any such trademark
holder or other companies referenced herein.

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