Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2022, GWG Holdings, Inc. (the "Company") entered into a
Superpriority Secured Debtor-In-Possession Credit and Guaranty Agreement (the
"DIP Credit Agreement") with the Company, GWG Life, LLC, GWG DLP Funding IV, LLC
("DLP IV") and GWG DLP Funding VI, LLC ("DLP VI") as borrowers (collectively,
the "Borrowers"), GWG Life USA, LLC, GWG DLP Funding V Holdings, LLC and GWG DLP
Funding V, LLC, as guarantors (collectively, the "Guarantors" and, together with
the Borrowers, the "Obligors"), Vida Insurance Credit Opportunity Fund III GP,
LLC, as administrative agent and collateral agent (the "Administrative Agent and
Collateral Agent"), and each of the other financial institutions from time to
time party thereto (the "Lenders") pursuant to which the Lenders have agreed to
provide a revolving credit facility in an aggregate principal amount of up to
$40 million and a term loan credit facility in an aggregate principal amount of
approximately $564,125,839. The Obligors and the Administrative Agent and
Collateral Agent also entered into a Debtor-In-Possession Security Agreement
(the "DIP Security Agreement" and together with DIP Credit Agreement the
"Agreements") as of such date related to the DIP Credit Agreement to pledge
their assets as collateral to the Lenders.
The maturity date of the DIP Credit Agreement is October 15, 2023, and
borrowings under the DIP Credit Agreement bear interest at the sum of the
Interest Rate Adjustment (as defined in the DIP Credit Agreement) plus the LTV
Adjustment (as defined in the DIP Credit Agreement), which initially is 9.22%
per annum. The DIP Credit Agreement is secured by substantially all of the
assets of the Obligors under the DIP Security Agreement. The DIP Credit
Agreement includes conditions precedent, representations and warranties,
affirmative and negative covenants and events of default customary for
financings of this type and size. The proceeds of all or a portion of the
revolving credit facility may be used for payments related to the life
settlement portfolios owned by DLP IV and DLP VI. The proceeds of all or a
portion of the term loan credit facility may be used for the repayment of the
Existing DIP Financing (as defined in the DIP Credit Agreement), the repayment
of the SPV Credit Facilities (as defined in the DIP Credit Agreement) and, among
other things, general corporate purposes, including working capital,
administrative costs, expenses and fees of the transactions contemplated by the
Chapter 11 Cases, for payment of court approved adequate protection obligations
and other such purposes consistent with the DIP Credit Agreement.
The foregoing description of the DIP Credit Agreement and DIP Security Agreement
does not purport to be complete and is qualified in its entirety by reference to
the DIP Credit Agreement and DIP Security Agreement, copies of which are
attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and
incorporated herein by reference.
The foregoing descriptions of the Agreements are qualified in their entirety by
the terms of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Superpriority Secured Debtor In Possession Credit and Guarantee
Agreement, dated as of December 15, 2022
10.2 Debtor-In-Possession Security Agreement, dated as of December 15,
2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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