Point 1.01 Entry into a Material Final Agreement
On March 10, 2021, Beneficiary Capital II, LLC (formally known as
Beneficiary Capital Company, LLC) And Equity investments of the beneficiary company, LP (the “New Borrower”), both consolidated subsidiaries of GWG Holdings, Inc. (the “Company”), stipulated Amendment no. 1 to the amended and reformulated Second Credit Agreement (the “First Instance Amendment”) and amendment no. 1 to the amended and reformulated second degree credit agreement (the “Second Privilege Amendment” and, together with the First Lien Amendment, the “Amendments”) with
Candidates HCLP, LLC (the “Lender”). The amended and restated second credit agreement is referred to herein as the “First Degree Credit Agreement” and the amended and restated second degree credit agreement is referred to herein as the “Second Degree Credit Agreement” and, together to the first degree credit agreement, the “Ben Credit Contracts”. As of March 10, 2021, the principal amount outstanding under the first degree credit agreement was $ 2.3 million and the principal amount outstanding under the second degree credit agreement was
$ 72.0 million.
The changes extend the due date under the Ben da credit agreements April 10, 2021 to May 30, 2022. The amendments also provide that the new borrower must repay $ 5.0 million of the residual principal amount under the Ben credit agreements on each of the September 10, 2021, December 10, 2021
And March 10, 2022.
In relation to the Amendments, the New Borrower, Beneficiary Management, LLC, the general partner of The Group of the Beneficiary Company, LP, a subsidiary of the Company, Beneficient Holdings, Inc. and the Lender have agreed to implement certain additional changes (the “Additional Changes”) to the Ben Credit Agreements and government 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 further agreed that, if the Additional Amendments have not taken effect (the “Trigger”) on or before the June 15, 2021, the Credit Agreements would be further amended to provide for (i) an increase in the annual interest rate payable under the Credit Agreements from an adjusted LIBOR of one month plus 8.0% (subject to a limit of 9.5%) to a One month LIBOR plus 9.0%, and (ii) a daily fee payable by the New Borrower of approximately
$ 5,500 per day up to the earliest of the expiration date or enrollment if Additional Changes.
The Amendments also provide for the payment by the New Borrower to the Lender of an extension fee equal to 1.5% of the principal outstanding sums under the Ben Credit Agreements as of March 10, 2021.
Copies of the amendments are filed here as Annexes 10.1 and 10.2 and are incorporated herein by reference.
Item 9.01 Financial statements and annexes
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
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