EMERGENT CAPITAL, INC. (NYSE:EMG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On December29, 2016, White Eagle Asset Portfolio, LP (White
Eagle), a wholly-owned indirect subsidiary of Emergent Capital,
Inc. (the Company), entered into the Second Amendment (the White
Eagle Amendment) to its Amended and Restated Loan And Security
Agreement dated May16, 2014, (the Loan Agreement) among White
Eagle, as borrower, Imperial Finance And Trading, LLC, Lamington
Road Bermuda Ltd., as portfolio manager, CLMG Corp., as
administrative agent, and LNV Corporation (the Lender).
In connection with the entry into the White Eagle Amendment, the
White Eagle credit facility (the White Eagle Facility) was
increased from $250,000,000 to $370,000,000 and the additional
proceeds under the White Eagle Facility were used to purchase the
policies in the Red Falcon Trust, a Delaware statutory trust and
an affiliate of White Eagle (Red Falcon), which paid off and
terminated the Red Falcon credit facility (the Red Falcon
Facility). to the White Eagle Amendment, certain non-financed
life insurance policies previously held by the Company and its
subsidiaries were contributed to White Eagle as collateral.
An additional $6million of proceeds were advanced by the Lender
to pay transaction closing costs and to pay future debt services
and ongoing maintenance costs of the White Eagle
Facility.Furthermore, in connection with the entry into the White
Eagle Amendment, Events of Default were changed to, among other
things, a failure in Cash Interest Coverage Ratio at the Company
level of 1.75:1 after June30, 2019 for 60 consecutive days.
The waterfall for distribution of proceeds from the policies
pledged as collateral under the White Eagle Facility was changed
to as follows. Absent an event of default, after fees to service
providers and payments of interest, a percentage of the
collections from policy proceeds are to be paid to the lenders,
which will vary depending on the then loan to value ratio (LTV)
as follows:
|
|
PrincipalandInterest |
DistributiontoEmergent |
LenderParticipation |
|||||||||
|
|
% | % | % | |||||||||
|
|
% | 16.5 | % | 13.5 | % | |||||||
|
|
% | 24.8 | % | 20.3 | % | |||||||
|
|
% | 30.3 | % | 24.8 | % |
Provided that if (a)the Company failed to maintain a Cash
Interest Coverage Ratio of at least 2.0:1 at any time during the
immediately preceding calendar quarter or (b)the Company fails to
take steps to improve its solvency in a manner acceptable to the
Required Lenders (as determined in their sole and absolute
discretion), then the Cash Flow Sweep Percentage shall equal
one-hundred percent (50%) and (ii)if such Distribution Date
occurs on or after December29, 2025, one-hundred percent (50%).
The foregoing summary of the White Eagle Amendment contained
herein does not purport to be complete and is qualified in its
entirety by reference to the White Eagle Amendment, which is
expected to be filed as an exhibit to the Companys Annual Report
on Form 10-K for the fiscal year ended December31, 2016.
Item1.02 |
Termination of a Material Definitive Agreement. |
On December29, 2016, Red Falcon entered into a Master Termination
Agreement (the Termination Agreement) among Red Falcon, CLMG
Corp., LNV Corporation, Imperial Finance Trading LLC, Blue Heron
Designated Activity Company, Harbordale, LLC, Red Reef
Alternative Investments, LLC, MLF LexServ, L.P., Wilmington
Trust, National Association, Wilmington Savings Fund Society,
FSB, D/B/A Christiana Trust, Michelle A. Dreyer, and Corporation
Service Company.In connection with the Termination Agreement and
to the White Eagle Amendment, the Red Falcon Facility was paid
off and terminated as described under Item 1.01 above.
The foregoing summary of the Termination Agreement contained
herein does not purport to be complete and is qualified in its
entirety by reference to Item 1.01 above and the Termination
Agreement, which is expected to be filed as an exhibit to the
Companys Annual Report on Form 10-K for the fiscal year ended
December31, 2016.
Item7.01 |
Regulation FD Disclosure. |
As a matter of course, the Company does not provide internal
projections. However, in the context of the events described in
this Current Report on Form8-K, the Companys management has
furnished the following:
|
Projected cash distributions to Emergent of $163.6 million over the next 6 years ($120.2 million @ 90th percentile). |
Item9.01 |
Financial Statements and Exhibits. |
(d) Exhibit
| 99.1 | Press release issued January3, 2017. |
About EMERGENT CAPITAL, INC. (NYSE:EMG)
Emergent Capital, Inc., formerly Imperial Holdings, Inc., is a specialty finance company that invests in asset classes, primarily life settlements. The Company, through its subsidiary companies, owns a portfolio of approximately 630 life insurance policies (life settlements). The Company purchases individual policies and portfolios of life insurance policies and manages those assets based on actuarial and market data. The Company provides customized liquidity solutions to owners of illiquid financial assets in two markets, which include life finance and structured settlements. The Company focuses on lending to outright purchases of portfolios, to tertiary trades, as well as individual secondary market purchases. The Company invests in short and long-term life settlement investments. EMERGENT CAPITAL, INC. (NYSE:EMG) Recent Trading Information
EMERGENT CAPITAL, INC. (NYSE:EMG) closed its last trading session down -0.020 at 0.655 with 4,826,044 shares trading hands.