Item 1.01 Entry into a Material Definitive Agreement
The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
As of the date hereof, no Term Loans have been made to the Company under the Loan Agreement.
In addition, the Company's obligations under the Loan Agreement are guaranteed
pursuant to a guarantee agreement by and among,
Term Loans made pursuant to the Loan Agreement shall bear interest, at the
Company's option, (i) at the prime rate, as reported by the
If any amount payable under the Loan Agreement is more than 10 days late, the Company will be charged 6% of the unpaid portion of such amount.
The Loan Agreement also includes, among other terms and conditions, maximum debt service ratio, minimum effective tangible net worth, and minimum net capital ratio covenants, as well as limitations on the Company's ability to:
• create, incur, assume or be liable for indebtedness?
• dispose of assets outside the ordinary course?
• acquire, merge or consolidate with or into another person or entity?
• create, incur or allow any lien on any of its property?
• engage in transactions with affiliates;
• change its or its subsidiaries fiscal year end or lines of business;
• change its name, the location of its executive office or state of
incorporation;
• replace its CEO or CFO, subject to certain exceptions;
• permit any subsidiary to have a change in control;
• make investments? or pay dividends or make distributions, in each case subject
to certain exceptions.
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In addition, the Loan Agreement provides for certain events of default such as nonpayment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency and default on indebtedness held by third parties (subject to certain limitations and cure periods).
The foregoing descriptions of the Loan Agreement and Term Loan Note do not purport to be complete and are qualified in their entirety by the full texts of the Loan Agreement and the form of Term Loan Note, which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements typically are identified by use
of terms such as "may," "project," "should," "plan," "expect," "anticipate,"
"believe," "estimate" and similar words. Forward-looking statements include
statements regarding the impact of disruptions to the Company's operations
caused by the COVID-19 pandemic. Such forward-looking statements are based on
the Company's current expectations and assumptions regarding capital market
conditions, our business, the economy and other future conditions. Because
forward-looking statements relate to the future, by their nature, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict. As a result, our actual results may differ materially from
those contemplated by the forward-looking statements. Important factors that
could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the impact of the
COVID-19 pandemic on the Company and
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Loan and Security Agreement, dated as ofJuly 22, 2020 , by and betweenEast West Bank andSiebert Financial Corp. * 99.2 Form of Term Loan Note.
*The schedules this agreement have been omitted in accordance with Item
601(b)(2) of Regulation S-K. A copy of the omitted schedules will be furnished
supplementally to the
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