Item 1.01 Entry into a Material Definitive Agreement
On March 10, 2021, Beneficient Capital Company II, L.L.C. (formerly known as
Beneficient Capital Company, L.L.C.) and Beneficient Company Holdings, L.P. (the
"New Borrower"), both of which are consolidated subsidiaries of GWG Holdings,
Inc. (the "Company"), entered into Amendment No. 1 to Second Amended and
Restated Credit Agreement (the "First Lien Amendment") and Amendment No. 1 to
Second Amended and Restated Second Lien Credit Agreement (the "Second Lien
Amendment" and, together with the First Lien Amendment, the "Amendments") with
HCLP Nominees, L.L.C. (the "Lender"). The Second Amended and Restated Credit
Agreement is referred to herein as the "First Lien Credit Agreement" and the
Second Amended and Restated Second Lien Credit Agreement is referred to herein
as the "Second Lien Credit Agreement" and, together with the First Lien Credit
Agreement, the "Ben Credit Agreements." As of March 10, 2021, the principal
amount outstanding under the First Lien Credit Agreement was $2.3 million and
the principal amount outstanding under the Second Lien Credit Agreement was
$72.0 million.
The Amendments extend the scheduled maturity date under the Ben Credit
Agreements from April 10, 2021 to May 30, 2022. The Amendments also provide that
the New Borrower shall repay $5.0 million of the outstanding principal amount
under the Ben Credit Agreements on each of September 10, 2021, December 10, 2021
and March 10, 2022.
In connection with the Amendments, the New Borrower, Beneficient Management,
L.L.C., the general partner of The Beneficient Company Group, LP, a subsidiary
of the Company, Beneficient Holdings, Inc. and the Lender agreed to implement
certain additional amendments (the "Additional Amendments") to the Ben Credit
Agreements and the governing documents of the New Borrower and certain of its
affiliates, subject to approval by the Company, the New Borrower and its
affiliates, and the Lender. The New Borrower and the Lender also agreed that, if
the Additional Amendments have not become effective (the "Trigger") on or prior
to June 15, 2021, then the Credit Agreements would be further amended to provide
for (i) an increase in the per annum interest rate payable thereunder from one
month adjusted LIBOR plus 8.0% (subject to a limit of 9.5%) to one month LIBOR
plus 9.0%, and (ii) a daily fee payable by the New Borrower of approximately
$5,500 per day through the earlier of the maturity date or the entering if the
Additional Amendments.
The Amendments also provide for the payment by the New Borrower to the Lender of
an extension fee equal to 1.5% of the outstanding principal amounts under the
Ben Credit Agreements as of March 10, 2021.
Copies of the Amendments are filed herewith as Exhibits 10.1 and 10.2 and are
hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 1 to Second Amended and Restated Credit Agreement
10.2 Amendment No. 1 to Second Amended and Restated Second Lien Credit
Agreement
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