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| FCFC > SEC Filings for FCFC > Form 8-K on 1-Apr-2009 | All Recent SEC Filings |
1-Apr-2009
Entry into a Material Definitive Agreement, Financial Statements and Exh
Amendment to FirstCity Revolving Credit Agreement.
On March 30, 2009, FirstCity Financial Corporation ("FirstCity") and Bank of Scotland, Plc, as agent for the lenders and as lender, entered into Amendment No. 28 dated March 30, 2009, to the Revolving Credit Agreement dated November 12, 2004 (the "Credit Agreement") to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP for fiscal quarters ending after December 31, 2008. The foregoing description of Amendment No. 28 is qualified in its entirety by reference to the full text of Amendment No. 28 attached hereto as Exhibit 10.1 and is incorporated herein by this reference.
Amendment to FirstCity Subordinated Delayed Draw Credit Agreement.
On March 30, 2009, FirstCity and BoS(USA) Inc., as agent for the lenders and as lender, entered into Amendment No. 15 dated March 30, 2009, to the Subordinated Delayed Draw Credit Agreement dated as of September 5, 2007 (the "Subordinated Credit Agreement") to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP for fiscal quarters ending after December 31, 2008. The foregoing description of Amendment No. 15 is qualified in its entirety by reference to the full text of Amendment No. 15 attached hereto as Exhibit 10.2 and is incorporated herein by this reference.
Amendment to FH Partners LLC Revolving Credit Agreement.
On March 30, 2009, FH Partners LLC, an indirect wholly-owned subsidiary of FirstCity, and Bank of Scotland, Plc, as agent for the lenders and as lender, entered into Amendment No. 8 dated March 30, 2009, to the Revolving Credit Agreement dated as of August 26, 2005 (the "FH Partners Credit Agreement") to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP for fiscal quarters ending after December 31, 2008. The foregoing description of Amendment No. 8 is qualified in its entirety by reference to the full text of Amendment No. 8 attached hereto as Exhibit 10.3 and is incorporated herein by this reference.
Nature of Material Relationship with Bank of Scotland, Plc.
FirstCity has had a significant relationship with Bank of Scotland, Plc ("Bank of Scotland") and The Governor and The Company of the Bank of Scotland ("BoS-UK") and their subsidiaries since September 1997. Since 1997, Bank of Scotland and certain of its affiliates have provided credit facilities to FirstCity and its wholly-owned subsidiaries.
Bank of Scotland provides FirstCity and its subsidiaries a loan facility under a revolving credit agreement to finance the senior debt and equity portion of portfolio and asset purchases and working capital loans.
The maximum available commitment under this revolving credit facility was $225.0 million at December 31, 2008. This facility is secured by substantially all of the assets of FirstCity and certain of its wholly-owned subsidiaries, and guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity.
FH Partners LLC, a wholly-owned affiliate of FirstCity, has a $100.0 million revolving credit facility with Bank of Scotland to finance portfolio and asset purchases consummated by FH Partners LLC. This facility is secured by all assets of FH Partners LLC and guaranteed by FirstCity and certain of its wholly-owned subsidiaries.
FirstCity has a $25.0 million subordinated credit agreement with BoS (USA) which may be used to finance equity investments in new ventures, equity investments made in connection with portfolio and asset purchases and loans made by FirstCity and its subsidiaries to acquisition entities, provide for the issuance of letters of credit, and for working capital loans. This credit agreement is guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity and secured by substantially all of the assets of FirstCity and its wholly-owned subsidiaries.
BoS(USA) Inc. has a warrant to purchase 425,000 shares of FirstCity's voting Common Stock at $2.3125 per share, which is subject to adjustment in the number of shares in the event of certain changes in the Common Stock, grants of options or issuance of convertible securities by FirstCity or certain corporate changes or reorganizations. The warrant will expire on August 31, 2010, if it is not exercised prior to that date.
(d) Exhibits.
10.1 Amendment No. 28 dated March 30, 2009 between FirstCity Financial Corporation and Bank of Scotland, Plc
10.2. Amendment No. 15 dated March 30, 2009 between FirstCity Financial Corporation and BoS(USA) Inc.
10.3 Amendment No. 8 dated March 30, 2009 between FH Partners LLC and Bank of Scotland, Plc
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