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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