IMPERIAL HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
|Edgar Online, Inc.|
Item 1.01 Entry into a Material Definitive Agreement.
In addition to the 220 life insurance policies with an aggregate death benefit of approximately
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
Premium Paying Facility
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
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
Item 2.01 Completion of Acquisition or Disposition of Assets.
CTL owns a portfolio of 93 life insurance policies with an aggregate death benefit of approximately
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 updates: • 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 billionon 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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 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.