TRIPLE-S MANAGEMENT CORPORATION (NASDAQ:GTS) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
On December 28, 2016, Triple-S Management Corporation (the
Corporation) entered into a Credit Agreement (the Credit
Agreement) to which it borrowed approximately $35.5 million (the
Loan) from FirstBank Puerto Rico (FirstBank). The Loan consists
of three term loans: (i) term loan A in the principal amount of
$11.2 million (Term Loan A), (ii) term loan B in the principal
amount of $20.1 million (Term Loan B), and (iii) term loan C in
the principal amount of $4.1 million (Term Loan C). Term Loan A
matures in October 2023 and Term Loan B and Term Loan C mature in
January 2024. The Loan is secured by mortgages over certain real
property owned by the Corporation and an assignment of the rents
paid by the Corporations subsidiaries for the lease of space in
such real property. The Corporation expects to use the proceeds
of the Loan to refinance an existing FirstBank credit facility
(approximately $11.2 million), prepay on January 11, 2017 the
outstanding principal amount plus accrued interest of its 6.70%
Senior Unsecured Notes due January 2021 (approximately $24.0
million), and fund a portion of a debt service reserve for the
Loan (approximately $0.2 million).
Corporation) entered into a Credit Agreement (the Credit
Agreement) to which it borrowed approximately $35.5 million (the
Loan) from FirstBank Puerto Rico (FirstBank). The Loan consists
of three term loans: (i) term loan A in the principal amount of
$11.2 million (Term Loan A), (ii) term loan B in the principal
amount of $20.1 million (Term Loan B), and (iii) term loan C in
the principal amount of $4.1 million (Term Loan C). Term Loan A
matures in October 2023 and Term Loan B and Term Loan C mature in
January 2024. The Loan is secured by mortgages over certain real
property owned by the Corporation and an assignment of the rents
paid by the Corporations subsidiaries for the lease of space in
such real property. The Corporation expects to use the proceeds
of the Loan to refinance an existing FirstBank credit facility
(approximately $11.2 million), prepay on January 11, 2017 the
outstanding principal amount plus accrued interest of its 6.70%
Senior Unsecured Notes due January 2021 (approximately $24.0
million), and fund a portion of a debt service reserve for the
Loan (approximately $0.2 million).
to the Credit Agreement, the Corporation will pay interest on the
outstanding balance of the Loan at the following annual rates:
(i) 1% over LIBOR for Term Loan A, (ii) 2.75% over LIBOR for Term
Loan B, and (iii) 3.25% over LIBOR for Term Loan C. Interest
shall be payable monthly commencing on January 1, 2017, in the
case of Term Loan A, and on February 1, 2017, in the case of Term
Loan B and Term Loan C, in each case until such principal shall
have become due payable.
outstanding balance of the Loan at the following annual rates:
(i) 1% over LIBOR for Term Loan A, (ii) 2.75% over LIBOR for Term
Loan B, and (iii) 3.25% over LIBOR for Term Loan C. Interest
shall be payable monthly commencing on January 1, 2017, in the
case of Term Loan A, and on February 1, 2017, in the case of Term
Loan B and Term Loan C, in each case until such principal shall
have become due payable.
The Corporation may, at its option, upon notice, as specified in
the Credit Agreement, redeem and prepay prior to maturity, all or
any part of the Loan and from time to time upon the payment of a
penalty fee of 3% during the first year, 2% during the second
year and 1% during the third year, and thereafter, at par, as
specified in the Credit Agreement, together with accrued and
unpaid interest, if any, to the date of redemption specified by
the Corporation.
the Credit Agreement, redeem and prepay prior to maturity, all or
any part of the Loan and from time to time upon the payment of a
penalty fee of 3% during the first year, 2% during the second
year and 1% during the third year, and thereafter, at par, as
specified in the Credit Agreement, together with accrued and
unpaid interest, if any, to the date of redemption specified by
the Corporation.
The Credit Agreement includes certain customary affirmative and
negative covenants, including negative covenant imposing certain
restrictions on the Corporations business. For example, the
Credit Agreement limits the amount of dividends or other
distributions (including share repurchases) payable by the
Corporation to $50 million per year.
negative covenants, including negative covenant imposing certain
restrictions on the Corporations business. For example, the
Credit Agreement limits the amount of dividends or other
distributions (including share repurchases) payable by the
Corporation to $50 million per year.
FirstBank may, at its discretion, by notice given to the
Corporation, declare the Loan to be immediately due and payable
upon occurrence of an event of default specified in the Credit
Agreement. Events of default include failure to make the required
payments under the Credit Agreement, insolvency or bankruptcy of
the Corporation, and failure to comply with certain business or
negative covenants.
Corporation, declare the Loan to be immediately due and payable
upon occurrence of an event of default specified in the Credit
Agreement. Events of default include failure to make the required
payments under the Credit Agreement, insolvency or bankruptcy of
the Corporation, and failure to comply with certain business or
negative covenants.
| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
The following items are filed as exhibits to this report:
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| 10.1 |
Credit Agreement dated December 28, 2016 by and between
Triple-S Management Corporation and FirstBank Puerto Rico |
