Delaware | 001-33217 | 20-5009693 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Item 1.01. Entry into a Material Definitive Agreement. | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-10.1 | ||||||||
EX-99.1 |
| GLG Funding Co. will be permitted to acquire outstanding loans made under the Credit Agreement (such acquired loans being the Purchased Loans). The amendments also set the terms and conditions pursuant to which the acquisition of the Purchased Loans will occur. Pursuant to the amendment, the proceeds received from the sale of the notes and the Euro notes will not be subject to the mandatory prepayment provisions of the Credit Agreement. | ||
| No payments with respect to any Purchased Loans (principal or any interest, fees or other amounts) will be permitted until all other obligations to the lenders under the Credit Agreement have been paid-in-full, except that at the option of FA Sub 3, principal payments may be made in accordance with the amortization schedule set forth in the Credit Agreement. Interest in respect of Purchased Loans may be paid in kind (provided that such interest may not be deducted in calculating excess cash flow). | ||
| The Company and its subsidiaries will be permitted to make regularly scheduled or otherwise required repayments or redemptions of indebtedness; provided, however, that the Company may not prepay, redeem, purchase, defease or otherwise satisfy any obligation under the notes or Euro notes, other than the payment of regularly scheduled interest so long as no payment default (in respect of principal, interest, unused commitment fees or indemnification obligations) or event of default under the Credit Agreement has occurred or is continuing. | ||
| No voting, ratable sharing, indemnity or set-off (or similar enforcement) rights under the Credit Agreement will exist with respect to the Purchased Loans, and commitments to lend to FA Sub 3 under the revolving credit facility with respect to revolving Purchased Loans will terminate. GLG Funding Co. will not be permitted to transfer the Purchased Loans (by assignment or participation or otherwise). | ||
| GLG Funding Co., among other things, will, in its capacity as a lender under the Credit |
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Agreement, (i) be prohibited from being appointed as, or succeeding to the rights and duties of, the administrative agent under the Credit Agreement, (ii) waive its right to receive information prepared by the administrative agent under or in connection with the Credit Agreement and related agreements and attend any meeting or conference call with the administrative agent or any lender, (iii) be prohibited from making or bringing any claim against the administrative agent or any other lender with respect to the duties and obligations of such persons under the Credit Agreement and related agreements, and (iv) generally have no right to require the administrative agent or any other lender to undertake any action (or refrain from taking any action) with respect to the Credit Agreement or any related agreement (other than in connection with any requirement of the administrative agent or any lender to distribute any payments to GLG Funding Co. which it is entitled to receive in its capacity as lender pursuant to the terms of the Credit Agreement). |
| The Company will be prohibited from declaring or paying a dividend on its capital stock or in respect of the Class B exchangeable ordinary shares of FA Sub 2 for one year following the effective date of the amendments. The amendments also provide that following the expiration of that one-year period, the Company will not be able to declare or pay dividends on its capital stock or in respect of the Class B exchangeable ordinary shares of FA Sub 2 until the aggregate outstanding principal amount of loans owing to non-affiliates of the Company is less than $200 million and so long as no default or event of default under the Credit Agreement shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom. | ||
| Notwithstanding the restrictions on declaration and payment of dividends described in the preceding bullet, the amendments also provide that the Company is permitted to repurchase at any time shares of its common stock from: |
| employees of the Company and its subsidiaries, so long as such shares are registered with the Securities and Exchange Commission and to the extent the aggregate purchase price for all such repurchases does not exceed $5 million in any fiscal year, and | ||
| holders of its capital stock or any securities convertible or exchangeable into its capital stock, up to a maximum aggregate amount of $22.5 million in any fiscal year (provided that in connection with any such repurchase, outstanding loans under the Credit Agreement are prepaid in an amount equal to at least the purchase price for such repurchase (such prepayment, a repurchase prepayment)), |
in each case, so long as no default or event of default under the Credit Agreement shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom. | |||
| The applicable margin added to the interest rate for term loans and revolving loans under the Credit Agreement will be (i) 1.50% when interest is determined by reference to Citibanks base rate, the adjusted certificate of deposit rate or the federal funds effective rate and (ii) 2.50% when interest is determined by reference to LIBOR, and will no longer be based on the financial ratios applicable to the Company and its consolidated subsidiaries. | ||
| Covenants requiring the Company to have a minimum fee paying assets under management (AUM) at the end of each fiscal year (which in the absence of the amendments would be $15.5 billion for the fiscal year ending December 31, 2009) and that the Company maintain at the end of each fiscal quarter a leverage ratio of not more than 4.5:1 (which is calculated on the basis of adjusted earnings before interest, taxes, depreciation and amortization on a last twelve months |
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basis) will be eliminated and will no longer be applicable to the Company or its consolidated subsidiaries. |
| Mandatory prepayments of term loans and revolving loans (with term loans being prepaid first) will be required to be made from 50% of excess cash flow (determined on a consolidated basis) minus the aggregate amount of repurchase prepayments for such fiscal year. Payments in respect of the Purchased Loans and cash interest expenses in respect of repurchase prepayments will not be deducted when determining excess cash flow. Mandatory prepayments will be applied to prepay loans (other than Purchased Loans), and will not be applied to prepay Purchased Loans until all other loans have been paid in full. | ||
| The Company will not be permitted to make any acquisitions or certain investments, directly or indirectly, unless, among other conditions, its adjusted unrestricted cash, immediately before and after giving effect to such acquisition or investment, on a pro forma basis, is not less than the consolidated debt service for the nine month period following the closing date for such acquisition or investment. Adjusted unrestricted cash means, in connection with any proposed acquisition or investment, in each case, the amount equal to (a) unrestricted cash and cash equivalents held by the Company, FA Sub 3, FA Sub 2, FA Sub 1, GLG Funding Co. and any of the Companys subsidiaries that guarantee the debt under the Credit Agreement determined on a pro forma basis after giving effect to such acquisition or investment plus (b) reasonable additions to its net cash flow for the nine month period following the closing date for such proposed acquisition or investment, determined on a pro forma basis after giving effect to such proposed acquisition or investment, in each case, as certified in reasonable detail by a financial officer of FA Sub 3 minus (c) any reductions to its net cash flow expected for such nine month period, determined on a pro forma basis after giving effect to such proposed acquisition or investment, in each case, as certified in reasonable detail by a financial officer of FA Sub 3. | ||
| Any event of default or designated event under the indenture with respect to the notes will be an event of default under the Credit Agreement. |
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(d) | Exhibits. |
10.1 | Amendment No. 3 to the Credit Agreement, dated as of May 11, 2009, among the Company, FA Sub 1 Limited, FA Sub 2 Limited, FA Sub 3 Limited, each a subsidiary of the Company, Citicorp USA, Inc., as administrative agent, and the other lenders party thereto. | ||
99.1 | Press Release of the Company dated May 11, 2009. |
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GLG PARTNERS, INC. |
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By: | /s/ Alejandro San Miguel | |||
Alejandro San Miguel | ||||
General Counsel and Corporate Secretary | ||||
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Exhibit | ||
Number | Description | |
10.1
|
Amendment No. 3 to the Credit Agreement, dated as of May 11, 2009, among the Company, FA Sub 1 Limited, FA Sub 2 Limited, FA Sub 3 Limited, each a subsidiary of the Company, Citicorp USA, Inc., as administrative agent, and the other lenders party thereto. | |
99.1
|
Press Release of the Company dated May 11, 2009. |