Item 1.01. Entry into a Material Definitive Agreement
On September 14, 2022, Oportun Financial Corporation (the "Company") entered
into a Credit Agreement (the "Credit Agreement") with the Company, as borrower,
certain affiliates of Neuberger Berman Specialty Finance as lenders, and
Wilmington Trust, National Association, as administrative agent and collateral
agent, pursuant to which the Company borrowed $150 million of senior secured
term loans (the "Loans").
The Loans bear interest, payable in cash, at an amount equal to 1-month term
SOFR plus 9.00%. The Loans are scheduled to mature on September 14, 2026, and
are not subject to amortization. Certain prepayments of the Loans are subject to
a prepayment premium.
The obligations under the Credit Agreement are secured by the assets of the
Company and certain of its subsidiaries guaranteeing the Loans, including
pledges of the equity interests of certain subsidiaries that are directly or
indirectly owned by the Company, subject to customary exceptions.
The Credit Agreement contains financial covenants requiring the maintenance of
minimum liquidity of $50 million (with a minimum of $40 million held in accounts
subject to a perfected security interest) and a minimum asset coverage ratio of
1.50 to 1.00, each measured as of the last day of each month, together with
other customary affirmative and negative covenants (including reporting
requirements), representations and warranties and events of default. The Credit
Agreement also contains certain terms whereby the lenders under the Credit
Agreement may require the Company to borrow additional Loans, at such time that
the asset coverage ratio would be at least 2.00 to 1.00 on a pro forma basis,
for the purpose of redeeming in full the asset-backed notes and asset-backed
residual certificates issued by Oportun RF, LLC, pursuant to the Indenture dated
as of December 20, 2021, as amended.
In connection with the entry into the Credit Agreement, the Company amended
certain provisions of its personal loan and credit card warehouse facilities
(the "Warehouse Facilities"). On September 14, 2022, Oportun PLW Trust, as
borrower, Oportun PLW Depositor, LLC, as depositor, Oportun, Inc., as seller,
Wilmington Trust, National Association, as collateral agent, paying agent,
securities intermediary and depositary bank and the financial institutions from
time to time party thereto as lenders, entered into the Fourth Amendment to the
Loan and Security Agreement (the "PLW Amendment"). On September 14, 2022,
Oportun CCW Trust, as issuer, Wilmington Trust, National Association, as
indenture trustee, securities intermediary and depositary bank, entered into the
Third Amendment to Indenture (the "CCW Amendment") (the CCW Amendment, together
with the PLW Amendment, the "Warehouse Amendments"). The Warehouse Amendments
include amendments to the change in control provisions to allow for liens on the
equity of certain subsidiaries of the Company to be permitted under the
Warehouse Facilities. The Warehouse Amendments also add provisions that give
rise to an event of default and a rapid amortization event under the Warehouse
Facilities upon the occurrence of an event of default under the Credit
Agreement.
The foregoing descriptions of the Credit Agreement and the Warehouse Amendments
do not purport to be complete and are qualified in their entirety by reference
to the text of the Credit Agreement and Warehouse Amendments, copies of which
will be filed as exhibits to the Company's Quarterly Report on Form 10-Q.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure
On September 15, 2022, the Company issued a press release announcing the closing
of the Credit Agreement described in Item 1.01 above. A copy of the press
release is attached hereto as Exhibit 99.1.
The information provided pursuant to this Item 7.01, including the press release
attached hereto as Exhibit 99.1, is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities under that
Section and shall not be deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in any such filing.
The furnishing of the information provided pursuant to this Item 7.01 is not
intended to, and does not, constitute a determination or admission by the
Company that the information provided pursuant to this Item 7.01 is material or
complete, or that investors should consider such information before making an
investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
99.1 Press Release dated September 15, 2022
Cover Page Interactive Data File embedded within the Inline XBRL
104 document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses