8-K 1 form8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2007 ____________________ SCOTTISH RE GROUP LIMITED (Exact name of registrant as specified in its charter) ____________________ Cayman Islands 001-16855 98-0362785 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) P.O. Box HM 2939 Crown House, Second Floor, 4 Par-la-Ville Road Hamilton HM12 Bermuda N/A (Address of Principal Executive Offices) (Zip Code) (441) 295-4451 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 1.01. Entry into a Material Definitive Agreement. On March 9, 2007, Scottish Annuity & Life Insurance Company (Cayman) Ltd , as borrower (the "Borrower"), Scottish Re Group Limited and each subsidiary of Scottish Re Group Limited listed as a guarantor on the signature pages thereto (collectively, the "Guarantors"), Ableco Finance LLC, an affiliate of Cerberus Capital Management, L.P. ("Cerberus"), and Massachusetts Mutual Life Insurance Company, an affiliate of MassMutual Capital Partners LLC ("MassMutual Capital"), as lenders (the "Lenders"), and Ableco Finance LLC, as agent (the "Agent") entered into a Term Loan Agreement (the "Loan Agreement"). A copy of the Loan Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. On November 26, 2006, Scottish Re Group Limited entered into a Securities Purchase Agreement, as amended (the "Securities Purchase Agreement"), with MassMutual Capital and SRGL Acquisition, LLC, an affiliate of Cerberus (collectively, the "Investors"), whereby the Investors will each purchase 500,000 of Scottish Re Group Limited's convertible cumulative participating preferred shares, which will be newly issued, and which shares may be converted into an aggregate of 150,000,000 of Scottish Re Group Limited's ordinary shares at any time and will automatically convert on the ninth anniversary of the issue date if not previously converted, subject to certain adjustments. On March 2, 2007 the stockholders of Scottish Re Group Limited approved the transaction contemplated by the Securities Purchase Agreement, and the transaction is now awaiting regulatory approvals. If the transaction is completed, the Investors will initially hold securities representing approximately 68.7% of the voting power of all of Scottish Re Group Limited's shareholders, subject to certain adjustments. Upon the completion of the transaction contemplated by the Securities Purchase Agreement, the Borrower will be obliged to repay to the Lenders any borrowings under the Loan Agreement. As of March 15, 2007, the Borrower has not borrowed any funds under the Loan Agreement. The Loan Agreement contains certain representations, affirmative and negative covenants and Events of Default and any draw under the Loan Agreement is subject to customary conditions precedent and to the additional condition that, immediately before giving effect to the borrowing, Scottish Re Group Limited and the Borrower have less than $25,000,000 of available liquidity. The proceeds of any borrowings under the Loan will be used (i) to pay all the costs and expenses incurred in connection with the Loan Agreement and (ii) for general working capital purposes. The Guarantors have guaranteed any borrowings by the Borrower under the Loan Agreement. The Loan Agreement is secured by liens on, and security interests in, certain of the assets of Scottish Re Group Limited and certain of its subsidiaries. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 above is incorporated by reference into this Item 2.03. 2 Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 10.1 Term Loan Agreement, dated as of March 9, 2007, by and among Scottish Annuity & Life Insurance Company (Cayman) Ltd., as borrower, Scottish Re Group Limited and each subsidiary of Scottish Re Group Limited listed as a guarantor on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, and Ableco Finance LLC, as agent. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SCOTTISH RE GROUP LIMITED By: /s/ Nate Gemmiti ------------------------------- Name: Nate Gemmiti Title: General Counsel Dated: March 15, 2007 4 INDEX TO EXHIBITS Number Description ------ ----------- 10.1 Term Loan Agreement, dated as of March 9, 2007, by and among Scottish Annuity & Life Insurance Company (Cayman) Ltd., as borrower, Scottish Re Group Limited and each subsidiary of Scottish Re Group Limited listed as a guarantor on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, and Ableco Finance LLC, as agent. 5