Virtus Investment Partners, Inc. (NASDAQ:VRTS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
Credit Agreement
To fund a portion of the purchase price for the RidgeWorth
acquisition, the Company entered into a credit agreement (the
Credit Agreement) on June1, 2017 with, inter
alia, the lenders party thereto (the Lenders) and
Morgan Stanley Senior Funding, Inc. as administrative agent. The
Credit Agreement provides for (a)a $260.0 million term loan for
the Company with a seven-year term and (b)a $100.0 million
revolving credit facility for the Company with a five-year term.
The Company has the right, subject to customary conditions
specified in the Credit Agreement, to request additional
revolving credit facility commitments and additional term loans
to be made under the Credit Agreement up to an aggregate amount
equal to the sum of (x)$75.0 million and (y)unlimited amounts
subject to a pro forma secured net leverage ratio of the Company
of no greater than 1.75 to 1.00. The proceeds of the term loans
have been applied to pay a portion of the acquisition
consideration for the Companys acquisition of RidgeWorth and fees
and expenses in connection therewith. The Credit Agreement also
provides for a $7.5 million sub-limit for the issuance of standby
letters of credit. The proceeds of the revolving credit facility
may be used for general corporate purposes, including ongoing
working capital requirements.
Amounts outstanding under the Credit Agreement bear interest at
an annual rate equal to, at the option of the Company, either
LIBOR (adjusted for reserves) for interest periods of one, two,
three or six months (or, solely in the case of the revolving
credit facility, if agreed to by each relevant Lender, twelve
months or periods less than one month) (subject to a floor of 0%
in the case of the revolving credit facility and 0.75% in the
case of the term loan) or an alternate base rate, in either case
plus an applicable margin. The applicable margins are initially
set at 3.75%, in the case of LIBOR-based loans, and 2.75%, in the
case of alternate base rate loans and will, following the first
delivery of certain financial reports required under the Credit
Agreement, range from 3.50% to 3.75%, in the case of LIBOR-based
loans, and 2.50% to 2.75%, in the case of alternate base rate
loans, based on the secured net leverage ratio of the Company as
of the last day of the preceding fiscal quarter, as reflected in
such financial reports. Interest is payable quarterly in arrears
with respect to alternate base rate loans and on the last day of
each interest period with respect to LIBOR-based loans (but, in
the case of any LIBOR-based loan with an interest period of more
than three months, at three-month intervals).
The term loans will amortize at the rate of 1.00%per annum
payable in equal quarterly installments. In addition, the Credit
Agreement requires that the term loans be mandatorily prepaid
with (a)50% of the Companys excess cash flow on an annual basis,
stepping down to 25% if the Companys secured net leverage ratio
declines below 1.00 to 1.00 and stepping down to 0% if the
Companys secured net leverage ratio declines below 0.50 to 1.00,
(b)the net proceeds of certain asset sales, casualty or
condemnation events, subject to customary reinvestment rights,
and (c)the proceeds of any indebtedness incurred other than
indebtedness permitted to be incurred by the Credit Agreement. At
any time, upon timely notice, the Company may terminate the
Credit Agreement in full, reduce the commitment under the
facility in minimum specified increments or prepay loans in whole
or in part, subject to the payment of breakage fees with respect
to LIBOR-based loans and, in the case of any term loans that are
prepaid in connection with a repricing transaction occurring
within the six-month period following the closing date of the
Credit Agreement, a 1.00% premium.
Under the terms of the Credit Agreement, the Company is required
to pay certain fees to the Lenders, including, among others,a
quarterly commitment fee on the average unused amount of the
revolving credit facility, which fee is initially set at 0.50%
and will, following the first delivery of certain financial
reports required under the Credit Agreement, range from 0.375% to
0.50%, based on the secured net leverage ratio of the Company as
of the last day of the preceding fiscal quarter, as reflected in
such financial reports.
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The obligations of the Company under the Credit Agreement are
guaranteed by certain of its subsidiaries (the Guarantors)
and secured by substantially all of the assets of the Company and
the Guarantors, subject to customary exceptions.
The Credit Agreement contains customary affirmative and negative
covenants, including covenants that affect, among other things,
the ability of the Company and its subsidiaries to incur
additional indebtedness, create liens, merge or dissolve, make
investments, dispose of assets, engage in sale and leaseback
transactions, make distributions and dividends and prepayments of
junior indebtedness, engage in transactions with affiliates,
enter into restrictive agreements, amend documentation governing
junior indebtedness, modify its fiscal year and modify its
organizational documents, subject to customary exceptions,
thresholds, qualifications and baskets. In addition, the Credit
Agreement contains a financial performance covenant, requiring a
maximum leverage ratio, as of the last day of each of the four
fiscal quarter periods, of no greater than the levels set forth
in the Credit Agreement.
The foregoing description of the Credit Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Credit Agreement, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
| Item1.02. |
Termination of a Material Definitive Agreement. |
In connection with the Companys entry into the Credit Agreement,
on June1, 2017, the Company terminated its existing Credit
Agreement, dated as of September30, 2016, with the lenders party
thereto and The Bank of New York Mellon, as agent, and the credit
documents entered into in connection therewith.
| Item2.01. |
Completion of Acquisition or Disposition of Assets |
to the Merger Agreement, on June1, 2017, Merger Sub merged with
and into RidgeWorth in accordance with Delaware law (the
Merger), with RidgeWorth continuing as the surviving
company and a wholly owned subsidiary of the Company, with the
name Virtus Intermediate Holdings LLC.
At the effective time of the Merger, each issued and outstanding
limited liability company interest of RidgeWorth (other than the
Rollover Equity Interests (as defined below)) was converted into
the right to receive a portion of the merger consideration.
Immediately prior to the Merger, certain key employees of
RidgeWorth (the Rollover Employees) exchanged a portion of
their limited liability company interests in RidgeWorth (the
Rollover Equity Interests) for a combination of (a)common
stock of the Company, par value $0.01 per share (Common
Stock), and (b)deferred cash consideration.
The purchase price paid at closing (the Closing Purchase
Price) was approximately $433.9 million, plus approximately
$61.8 million representing the fair market value of certain of
RidgeWorths investments at the closing. The Closing Purchase
Price reflects a reduction as a result of clients with
approximately $3.75 billion in AUM as of March31, 2017 not yet
having provided the appropriate consents. Pending the receipt of
those consents, the Company will manage those assets on an
interim basis. The Closing Purchase Price also reflects
adjustments for working capital and other balance sheet
adjustments. Under the Merger Agreement, the Closing Purchase
Price is subject to a true-up payment in respect of remaining
client approvals obtained within the six months following closing
as well as a customary post-closing adjustment.
The Company financed the acquisition through a combination of the
Companys balance sheet resources, net proceeds of the Companys
offerings of common stock and mandatory convertible preferred
stock that priced in January 2017, term loan borrowings under the
Credit Agreement, the issuance of Common Stock to the Rollover
Employees as described in Item3.02 below, and the deferred
consideration payable to the Rollover Employees.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, which
was filed as Exhibit 2.1 to the Companys Current Report on Form
8-K filed with the SEC on December22, 2016 and is incorporated by
reference herein.
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| Item2.03. |
Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent required by Item2.03 of Form 8-K, the information
contained in Item1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
| Item3.02. | Unregistered Sales of Equity Securities. |
In connection with the Merger described in Item2.01 above, on
June1, 2017, the Company issued 213,669 shares of Common Stock to
the Rollover Employees in exchange for their Rollover Equity
Interests at a price per share equal to $101.75 (the volume
weighted average price of the Common Stock for the ten
consecutive trading days immediately preceding closing),
representing approximately $21.7 million in the aggregate. The
Common Stock issued to the Rollover Employees has not been
registered under the Securities Act of 1933 (the Securities
Act) or any state securities laws. The issuance of the Common
Stock was made in reliance on Section4(a)(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder, in
reliance on each Rollover Employees representation that he or she
is an accredited investor as defined in Rule 501 of Regulation D
promulgated under the Securities Act and that he or she acquired
the Common Stock for his or her own account and not with a view
to any resale or distribution thereof.
| Item8.01. | Other Events. |
On June1, 2017, the Company issued a press release announcing the
consummation of the Merger. A copy of that press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
| Item9.01. | Financial Statements and Exhibits |
| (a) | Financial statements of business acquired. |
The Company intends to file the financial statements of the
business acquired as required by this Item9.01(a) under cover of
Form 8-K/A no later than 71 calendar days after the date this
Current Report on Form 8-K was required to be filed.
| (b) | Pro Forma Financial Information. |
The Company intends to file pro forma financial information as
required by this Item9.01(b) under cover of Form 8-K/A no later
than 71 calendar days after the date this Current Report on Form
8-K was required to be filed.
d) Exhibits. The following exhibits are filed herewith:
|
Exhibit Number |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of December 16, 2016, by and among Virtus Investment Partners, Inc., 100 Pearl Street 2, LLC, and RidgeWorth Holdings, LLC (incorporated by reference to Exhibit 2.1 of Virtus Investment Partners, Inc.s Current Report on Form 8-K dated December 22, 2016). |
|
| 10.1 |
Credit Agreement, dated as of June 1, 2017, by and among Virtus Investment Partners, Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and the Lenders party thereto. |
|
| 99.1 |
Press Release of Virtus Investment Partners, Inc., dated June 1, 2017. |
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About Virtus Investment Partners, Inc. (NASDAQ:VRTS)
Virtus Investment Partners, Inc. is a provider of investment management and related services to individuals and institutions. The Company provides its products in various forms and through multiple distribution channels. Its retail products include open-end mutual funds, closed-end funds, exchange traded funds, variable insurance funds, undertakings for collective investments in transferable securities (UCITS) and separately managed accounts. Its open-end mutual funds are distributed through intermediaries. Its closed-end funds trade on the New York Stock Exchange. Its variable insurance funds are available as investment options in variable annuities and life insurance products distributed by life insurance companies. Separately managed accounts consists of intermediary programs, sponsored and distributed by unaffiliated brokerage firms, and private client accounts, which are offered to the high net-worth clients of its affiliated managers. Virtus Investment Partners, Inc. (NASDAQ:VRTS) Recent Trading Information
Virtus Investment Partners, Inc. (NASDAQ:VRTS) closed its last trading session up +0.60 at 101.30 with 59,013 shares trading hands.