Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2013, Imperial Holdings, Inc. (the "Company") and its subsidiaries,
Imperial Premium Finance, LLC, Imperial PFC Financing, LLC, Imperial PFC
Financing II, LLC, Imperial Life Financing II, LLC and Imperial Life & Annuity
Services, LLC (together, the "Imperial Parties") entered into a Master
Termination Agreement and Release (the "Termination Agreement") with CTL
Holdings, LLC ("CTL" and together with the Imperial Parties, the "LPIC Parties")
and Lexington Insurance Company (the "LPIC Provider"). Under the Termination
Agreement, the LPIC Parties made a payment of $48.5 million to the LPIC Provider
(the "Release Payment") and the LPIC Provider and the LPIC Parties provided full
releases to each other in respect of the lender protection insurance coverage
issued by the LPIC Provider and the claims paid by the LPIC Provider in respect
of that coverage.
In addition to the 220 life insurance policies with an aggregate death benefit
of approximately $1.10 billion that are anticipated to be reflected on the
Company's balance sheet at March 31, 2013 (which excludes the policies
referenced in Item 2.01 below), the Company owns an additional 323 life
insurance policies with an aggregate death benefit of approximately $1.64
billion that have historically been characterized as "Life Settlements with
Subrogation rights, net" and that have been kept off-balance sheet as contingent
assets for financial reporting purposes. Pursuant to the Termination Agreement,
the LPIC Provider has released any and all subrogation claims and related
salvage rights in these life insurance policies and the Company expects to
reflect ownership of these policies on its consolidated financial statements in
future periods. 267 of the 323 life insurance policies that have historically
been characterized as "Life Settlements with Subrogation rights, net," with an
aggregate death benefit of approximately $1.34 billion, along with 192 other
life insurance policies owned by the Company, have been contributed to White
Eagle Asset Portfolio, LLC ("White Eagle") and have been pledged as collateral
securing the financing arrangement described below under "Premium Paying
Facility." The Company is currently evaluating its remaining policies and may
seek to borrow against some or all of these policies in the future. The Company
may also determine to intentionally lapse certain policies that have a lower
return profile or as its portfolio management strategy dictates.
The forgoing summary does not purport to be complete and is qualified in its
entirety by the Termination Agreement, which is expected to be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2013.
Premium Paying Facility
Effective April 29, 2013, White Eagle, an indirect subsidiary of the Company,
entered into a 15-year revolving credit agreement (the "Credit Agreement") with
LNV Corporation, as initial lender, Imperial Finance & Trading, LLC, as servicer
and portfolio manager and CLMG Corp., as administrative agent (the "Agent").
General & Security. The Credit Agreement provides for an asset-based revolving
credit facility backed by White Eagle's portfolio of life insurance policies
with an initial aggregate lender commitment of up to $300 million, subject to
borrowing base availability. Upon the closing of the Credit Agreement, White
Eagle owns a portfolio of 459 life insurance policies with an aggregate death
benefit of approximately $2.28 billion, which has been pledged as collateral
under the Credit Agreement. In addition, the equity interests of White Eagle
have been pledged under the Credit Agreement.
Borrowing Base. Borrowing availability under the Credit Agreement is subject to
a borrowing base, which at any time is equal to the lesser of (A) the sum of all
of the following amounts that have been funded or are to be funded through the
next distribution date (i) the initial advance and all additional advances in
respect of newly pledged policies that are not for ongoing maintenance advances,
plus (ii) 100% of the sum of the ongoing maintenance costs, plus (iii) 100% of
debt service (other than the rate floor described below), plus (iv) 100% of any
other fees and expenses funded and to be funded as approved by the required
lenders, less (v) any required payments of principal and interest previously
distributed and to be distributed through the next distribution date; (B) 75% of
the valuation of the policies pledged as collateral as determined by the
lenders; (C) 50% of the aggregate face amount of the policies pledged as
collateral (excluding certain specified life insurance policies); and (D) the
then applicable facility limit.
Amortization & Distributions. Proceeds from the policies pledged as collateral
. . .
Item 1.02 Termination of a Material Agreement.
Pursuant to the Termination Agreement described it Item 1.01 above, the
following material definitive agreements, filed as exhibits to the Company's
Form 10-K for the fiscal year ended December 31, 2012 have terminated:
(i) Omnibus Claims Settlement Agreement dated as of September 8, 2010 by and
between Imperial PFC Financing, LLC and Lexington Insurance Company, and
(ii) Pledge and Security Agreement dated September 8, 2010 by Imperial Premium
Finance, LLC and Lexington Insurance Company.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 30, 2013, OLIPP III, LLC, a subsidiary of the Company purchased all of
the membership interests in CTL from Monte Carlo Securities, Ltd. Prior to this
acquisition, the LPIC Provider maintained subrogation rights in the life
insurance policies owned by CTL. Those rights were terminated pursuant to the
Termination Agreement described in Item 1.01 above. CTL was acquired in exchange
for $7.0 million and for assuming the amount of the Release Payment described in
Item 1.01 above allocated to CTL. Antony Mitchell, the Company's chief executive
officer is the manager of CTL and was recused from participating in the
Company's Board of Directors' consideration and approval of the transaction.
CTL owns a portfolio of 93 life insurance policies with an aggregate death
benefit of approximately $340.0 million. None of these policies have been
pledged as collateral in the facility described above under Premium Paying
Facility although the Company may seek to borrow against these policies in the
future. The Company is in the process of evaluating each of the acquired
policies and may determine to intentionally lapse certain policies that have a
lower return profile or as its portfolio management strategy dictates.
Item 7.01 Regulation FD Disclosure.
As a matter of course, the Company does not provide financial information except
as of the close of its fiscal year or quarter in connection with its periodic
reporting obligations. However, in the context of the events described in this
Current Report on Form 8-K, the Company's management has furnished the following
• giving effect to the initial borrowings under the Credit Agreement,
the payment of the Release Payment, the redemption of the Notes
described below and related transaction fees and costs, management
estimates that the Company has cash and cash equivalents on the date
of this Current Report on Form 8-K of approximately $23.8 million; and
• including the life insurance policies that have historically been
characterized as "Life Settlements with Subrogation rights, net" and
the acquisition of CTL, management estimates that the Company's total
portfolio consists of 636 life insurance policies with an aggregate
death benefit of approximately $3.1 billion on the date of this
Current Report on Form 8-K.
The foregoing estimates represent the most current information available to the
Company's management and, as these are an intra-period estimate, will not be
reflected in the Company's normal financial closing and financial statement
preparation process. As a result, the Company's cash and cash equivalents and
the total policy count and aggregate death benefit at the end of the second
quarter will be different from the estimates furnished above and those
differences could be material. Additionally, the Company's independent
registered public accountants have not compiled, examined or performed any
procedures with respect to the foregoing estimates, nor have they expressed any
opinion or any other form of assurance on such information, and assume no
responsibility for the foregoing estimates.
On May 1, 2013, the Company issued two press releases announcing transactions
described in this Current Report on Form 8-K. Copies of these press release are
furnished as Exhibits 99.1 and 99.2 herewith.
The information under Item 7.01 and in Exhibits 99.1 and 99.2 in this Current
Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities thereof, nor shall it be deemed to be
incorporated by reference in any filing under the Exchange Act or under the
Securities Act of 1933, as amended, except to the extent specifically provided
in any such filing.
Item 8.01 Other Events.
On April 30, 2013, in connection with the borrowings described in Item 1.01
above under Premium Paying Facility, Greenwood Asset Portfolio, LLC, a
subsidiary of the Company, redeemed all of its outstanding 12% Senior Secured
Increasing Rate Bridge Notes due 2014 (the "Notes"), issued under an indenture
(the "Indenture"), dated as of March 27, 2013 with Wilmington Trust, National
Association, as indenture trustee. Total payments of principal and interest from
the issuance of the Notes through redemption were $45,510,000. Effective as of
the redemption of the Notes, the life insurance policies that were owned by
Greenwood were released as collateral under the Indenture and were contributed
to White Eagle.
Item 9.01 Financial Statements and Exhibits.
Exhibit 2.1 Membership Interest Purchase Agreement, dated as of April 30, 2013, by
and among Monte Carlo Securities, Ltd. and OLIPP III, LLC.
Exhibit 2.2 Assignment and Assumption of Limited Liability Company Interests,
dated as of April 30, 2013, by and between Monte Carlo Securities,
Ltd. and OLIPP III, LLC.
Exhibit 99.1 Press release issued by the Company, dated May 1, 2013.
Exhibit 99.2 Press release issued by the Company, dated May 1, 2013.