CRIMSON WINE GROUP, LTD. (OTCMKTS:CWGL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On June 29, 2017, Double Canyon Vineyards, LLCand A Fine Old Building, LLC (individually and collectively the “Borrower”), both wholly-owned subsidiaries of Crimson Wine Group, Ltd. (the “Company”), entered into a senior secured term loan agreement (the “Loan Agreement”) with American AgCredit, FLCA (“Lender”) for an aggregate principal amount of $10.0 million. Amounts outstanding under the Loan Agreement will bear a fixed interest rate of 5.39% per annum.
The Loan Agreement will mature on July 1, 2037 (the “Maturity Date”). On the first day of each January, April, July and October, commencing October 1, 2017, a principal payment in the amount of One Hundred Twenty Five Thousand Dollars ($125,000) and an interest payment equal to the amount of all interest accrued through the previous day shall be made. A final payment of all unpaid principal, interest and any other charges with respect to the Loan Agreement shall be due and payable on the Maturity Date.
Events of default under the Loan Agreement include, among others, the following: failure to make payments when due, breach of covenants, breach of representations or warranties, cessation of operations and the incurrence of certain environmental liabilities. In the case of any of the foregoing events of default, Lender may, but is not obligated to, accelerate all amounts due under the Loan Agreement and cause them to become immediately due and payable. In the case of an event of default arising from certain events of bankruptcy or insolvency, amounts due under the Loan Agreement will be accelerated and become immediately due and payable.
Borrower’s obligations under the Loan Agreement are guaranteed by the Company. In addition, all obligations of Borrower under the Loan Agreement are collateralized by certain real and personal property of the Company. Borrower’s covenants include the maintenance of a specified consolidated debt service coverage ratio and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness; limitations on distributions to shareholders; and restrictions on certain investments, sale of assets and merging or consolidating with other persons. The full $10.0 million was drawn at closing and proceeds from the Loan Agreement can be used to fund acquisitions, capital projects and other general corporate purposes.
The foregoing description is qualified in its entirety by reference to the text of the Loan Agreement and the related Term Loan Promissory Note; Guaranty; Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing; Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing; and Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Description |
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10.1 |
Loan Agreement, dated June 29, 2017 by and between Double Canyon Vineyards, LLC and A Fine Old Building, LLC and American AgCredit, FLCA |
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10.2 |
Term Loan Promissory Note issued by Double Canyon Vineyards, LLC and A Fine Old Building, LLC, dated June 29, 2017 |
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10.3 |
Guaranty, dated June 29, 2017, by and between Crimson Wine Group, Ltd. and American AgCredit, FLCA |
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10.4 |
Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing, dated June 29, 2017, from Double Canyon Vineyards, LLC to First American Title Insurance Company for the benefit of American AgCredit, FLCA |
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10.5 |
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated June 29, 2017, from A Fine Old Building, LLC to First American Title Insurance Company for the benefit of American AgCredit, FLCA |
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10.6 |
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated June 29, 2017, from Double Canyon Vineyards, LLC to First American Title Insurance Company for the benefit of American AgCredit, FLCA |
Crimson Wine Group, Ltd ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1LOAN AGREEMENTDated as of June 29,…To view the full exhibit click here
About CRIMSON WINE GROUP, LTD. (OTCMKTS:CWGL)
Crimson Wine Group, Ltd. (Crimson) is engaged in producing and selling ultra-premium and luxury wines. The Company operates through two segments: Wholesale Sales and Direct to Consumer Sales. The Wholesale Sales segment includes all sales through a third party where prices are given at a wholesale rate whereas Direct to Consumer Sales segment includes retail sales in the tasting room, remote sites and at on-site events, Wine Club sales, and other sales made directly to the consumer without the use of an intermediary. The Company, through its subsidiaries, owns over four wineries, including Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards and Seghesio Family Vineyards. In addition, Crimson owns Double Canyon Vineyards, which owns land in the Horse Heaven Hills of Washington’s Columbia Valley. Pine Ridge Vineyards owns acreage in approximately five Napa Valley appellations, including Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain.
