Safeguard Scientifics, Inc. (NYSE:SFE) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01.
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Entry into a Material Definitive Agreement. |
Safeguard Scientifics, Inc. (Safeguard), and certain subsidiaries
of Safeguard consisting of Safeguard Scientifics (Delaware),
Inc., Safeguard Delaware, Inc., Safeguard Technologies, Inc., SFE
Properties, Inc., Safeguard Capital Management, Inc., SSI
Partnership Holdings, (Pennsylvania), Inc., SSI Management
Company, Inc., Safeguard Fund Management, Inc., Safeguard
Delaware II, Inc. and Safeguard PM SPV, Inc. (collectively, the
Guarantors), entered into a Loan and Guaranty Agreement dated as
of May11, 2017 (the Loan Agreement), among Safeguard, the
Guarantors and HPS Investment Partners, LLC (HPS).
As required by the Loan Agreement, Safeguard, the Guarantors and
HPS also entered into a Pledge and Security Agreement dated as of
May11, 2017 (the Security Agreement).
Revolving First Lien Loan
to the Loan Agreement, HPS will provide to Safeguard a revolving
first lien loan in the principal amount of up to $75,000,000 (the
Loan). The Loan is secured by all of Safeguards assets in
accordance with the terms of the Loan Agreement and the Security
Agreement.
Interest and Maturity
The Loan bears interest at a rate of either: (A)LIBOR plus 8.5%
(subject to a LIBOR floor of 1%), payable on the last day of the
interest period applicable to the LIBOR rate advance, or (B)7.5%
plus the greater of: 2%; the Federal Funds Rate plus 0.5%; LIBOR
plus 1%; or the U.S. Prime Rate, payable monthly in arrears.The
Loan is not amortized and matures on May11, 2020.Interest payable
under the Loan will reflect at least $50 million as being drawn
and outstanding at all times during the term of the Loan.
Certain Closing Fees
The Loan Agreement requires the payment of a closing fee to HPS
in the amount of 3.5% of the maximum principal amount of the
Loan.
Certain Covenants
Safeguard is required to maintain a liquidity threshold of at
least $20 million of unrestricted cash and a tangible net worth
plus unrestricted cash of at least 1.75x the amount of the then
outstanding Loan advances. In addition, Safeguard will be
required to comply with certain diversification requirements and
concentration limits with respect to Safeguards capital
deployments to its partner companies.
Board Observation Rights
Subject to customary exclusions, HPS will have the right to have
one representative attend (but have no right to vote at) meetings
of Safeguards Board of Directors.
Events of Default
The Loan Agreement provides for customary events of default which
include (subject in certain cases to customary grace and cure
periods), among others, failure to maintain an aggregate
appraised value of Safeguards partner companies, plus qualified
cash in excess of $20,000,000, of at least $350,000,000;
nonpayment of principal or interest; defaults in, or failure to
pay, certain other indebtedness; the rendering of judgments to
pay certain amounts of money; and certain events of bankruptcy or
insolvency. Generally, if an event of default occurs and is not
cured within the time periods specified (if any), HPS may declare
the Loan to be immediately due and payable.
The information set forth above is qualified in its entirety by
reference to the Loan Agreement and the Security Agreement
attached hereto as Exhibits 10.1 and 10.2, respectively, which
exhibits are incorporated herein by reference. A copy of the
press release issued by Safeguard in connection with the Loan is
attached hereto as Exhibit99.1.
| ITEM2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. |
The information set forth in Item1.01 above is incorporated by
reference into this Item2.03.
| ITEM9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1 |
Loan and Guaranty Agreement dated as of May, 11, 2017 by and among HPS Investment Partners, LLC, Safeguard Scientifics, Inc. and certain of its wholly owned subsidiaries referenced above.* |
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| 10.2 |
Pledge and Security Agreement dated as of May, 11, 2017 by and among HPS Investment Partners, LLC, Safeguard Scientifics, Inc. and certain of its wholly owned subsidiaries referenced above.* |
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| 99.1 | Press Release dated as of May, 11, 2017.* |
| * | Previously filed. |
About Safeguard Scientifics, Inc. (NYSE:SFE)
Safeguard Scientifics, Inc. provides capital, as well as strategic, operational and management resources to growth-stage businesses. The Company participates in early- and growth-stage financings. The Company operates through two segments: Healthcare and Technology. The Healthcare segment’s companies focuses principally on medical technology (MedTech), including diagnostics and devices, and healthcare technology (HealthTech). The Technology segment’s companies focuses principally on digital media, financial technology (FinTech), and enterprise software, including mobile technology, cloud, Internet of Things (IoT) and big data. It holds interests in approximately 30 non-consolidated partner companies, which are included in the Healthcare and Technology segments. The Company provides management and operational support, as well as ongoing planning and development assessment. It provides mentoring, advice and guidance to develop partner company management. Safeguard Scientifics, Inc. (NYSE:SFE) Recent Trading Information
Safeguard Scientifics, Inc. (NYSE:SFE) closed its last trading session down -0.05 at 11.75 with 72,881 shares trading hands.