HENNESSY ADVISORS, INC. (NASDAQ:HNNA) Files An 8-K Entry into a Material Definitive AgreementItem 2.01.
On November 30, 2017, Hennessy Advisors, Inc. (the “Company”) entered into a Third Amendment to Term Loan Agreement (the “Amendment”), by and between the Company, U.S. Bank National Association, as administrative agent (in such capacity, “Agent”) and as a lender, and California Bank & Trust, as a lender, which amended the Term Loan Agreement, dated as of September17, 2015, by and between the Company, U.S. Bank National Association, as Agent and as a lender, and California Bank & Trust, as syndication agent and as a lender (the “Loan Agreement”), as amended by the First Amendment to the Term Loan Agreement, dated as of September 19, 2016 (the “First Amendment”), and the Second Amendment to the Term Loan Agreement, dated as of November 16, 2017 (the “Second Amendment”).
The Amendment provided the Agent’s authorization for Hennessy Advisors to consummate the acquisition described in Item 2.01 below.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed herewith as Exhibit99.1 and incorporated herein by reference. A complete copy of the Loan Agreement is incorporated by reference herein from Exhibit4.1 to the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on September23, 2015. Complete copies of the First Amendment and Second Amendment are incorporated by reference herein from Exhibit99.1 to each of the Company’s Current Reports on Form8-K filed with the SEC on September23, 2016, and November 20, 2017, respectively.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On December 1, 2017, the Company completed the acquisition (the “Acquisition”) of certain assets of Rainier Investment Management, LLC (“Rainier”) related to the management of the Rainier Large Cap Equity Fund and the Rainier Mid Cap Equity Fund (collectively, the “Rainier Large and Mid Cap Funds”). The Acquisition was consummated in accordance with the terms and conditions of the previously announced Transaction Agreement, dated as of May 10, 2017, among the Company, Rainier, and Rainier’s majority owner, Manning & Napier Group, LLC (the “Transaction Agreement”). As provided in the Transaction Agreement, at the closing of the Acquisition, the Rainier Large Cap Equity Fund was reorganized into the Hennessy Cornerstone Large Growth Fund, and the Rainier Mid Cap Equity Fund was reorganized into the Hennessy Cornerstone Mid Cap 30 Fund.
In connection with the closing of the Acquisition, the Company paid a total of $1.0 million in cash, which was based on 0.85% of the aggregate current net asset value of the Rainier Large and Mid Cap Funds measured as of the close of business on the trading day immediately preceding the closing date of the transaction.
A description of the principal terms of the Transaction Agreement and the Acquisition is incorporated by reference herein from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2017.
| Item 2.01. | Regulation FD Disclosure |
On December 1, 2017, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is being furnished as Exhibit 99.2 to this Current Report on Form8-K and is incorporated into this Form 8-K by reference.
The Transaction Agreement also provides for the purchase of the assets relating to the management of the Rainier Small/Mid Cap Equity Fund. The special meeting of the shareholders of the Rainier Small/Mid Cap Equity Fund to approve that transaction was adjourned to December 26, 2017. If approved by the shareholders, it is anticipated that the reorganization of the Rainier Small/Mid Cap Equity Fund into the Hennessy Cornerstone Mid Cap 30 Fund will be completed during the first quarter of calendar year 2018.
| Item 2.01. | Financial Statements and Exhibits |
Exhibit 99.1 listed in the exhibit index below is filed under Item 2.01 of this Current Report on Form 8-K, and Exhibit 99.2 listed in the exhibit index below is furnished under Item 2.01 of this Current Report on Form 8-K.
EXHIBIT INDEX
HENNESSY ADVISORS INC ExhibitEX-99.1 2 tv480654_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 THIRD AMENDMENT TO TERM LOAN AGREEMENT THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of November 30,…To view the full exhibit click here
About HENNESSY ADVISORS, INC. (NASDAQ:HNNA)
Hennessy Advisors, Inc. is an investment management company. The Company’s business activity is managing, servicing and marketing open-end mutual funds branded as the Hennessy Funds. It provides investment advisory services and shareholder services to the Hennessy Funds. Its investment advisory services include managing the composition of each fund’s portfolio, including the purchase, retention and disposition of portfolio securities in accordance with the Fund’s investment objectives, policies and restrictions; conducting investment research, and monitoring compliance with each fund’s investment restrictions and applicable laws and regulations. It also includes overseeing the selection and continued employment of sub-advisors and monitoring such sub-advisors’ investment performance and adherence to investment policies and compliance procedures, overseeing other service providers, and maintaining public relations and marketing programs for each of the Funds.
