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): December 21, 2012 (December 18, 2012)
New Mountain Finance Holdings, L.L.C.
(Exact name of registrant as specified in its charter)
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Delaware |
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814-00839 |
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26-3633318 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
787 7th Avenue, 48th Floor, New York, NY 10019
(Address of principal executive offices)
Registrant’s telephone number, including area code (212) 730-0300
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 December 18, 2012, New Mountain Finance Holdings, L.L.C. amended and restated its credit facility maturing on October 27, 2016 provided by Wells Fargo Bank, National Association (the “Holdings Credit Facility”). In addition, New Mountain Finance SPV Funding, L.L.C. also amended and restated its credit facility maturing on October 27, 2016 provided by Wells Fargo Bank, National Association (the “SLF Credit Facility” and together with the Holdings Credit Facility, the “Credit Facilities”).
The amendments to the Credit Facilities increased the maximum revolving borrowings under the $185,000,000 Holdings Credit Facility by $25,000,000 for a new maximum borrowing amount of $210,000,000 and the maximum revolving borrowings under the $200,000,000 SLF Credit Facility by $15,000,000 for a new maximum borrowing amount of $215,000,000.The advance rates for borrowings under each of the Credit Facilities were also increased from 67% to 70%. The Credit Facilities otherwise remain in full force and effect under the respective terms thereof.
The description above is only a summary of the material provisions of the amendments to the Facilities and is qualified in its entirety by reference to the Eighth Amendment to Amended and Restated Loan and Security Agreement under the Holdings Credit Facility and the Eleventh Amendment to Amended and Restated Loan and Security Agreement under the SLF Credit Facility, which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and are incorporated herein by reference thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No. |
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10.1 |
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Eighth Amendment dated as of December 18, 2012 to Amended and Restated Loan and Security Agreement among New Mountain Finance Holdings, L.L.C., as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender and Collateral Custodian. |
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10.2 |
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Eleventh Amendment dated as of December 18, 2012 to Amended and Restated Loan and Security Agreement among New Mountain Finance SPV Funding, L.L.C., as Borrower, New Mountain Finance Holdings, L.L.C. as Collateral Administrator, Wells Fargo Securities, LLC, as Administrative Agent, and Wells Fargo Bank, National Association, as Lender and Collateral Custodian. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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NEW MOUNTAIN FINANCE HOLDINGS, L.L.C. | |
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Date: December 21, 2012 |
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/s/ Paula A. Bosco |
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Name: Paula A. Bosco |
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Title: Secretary |
Exhibit 10.1
EXECUTION VERSION
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 18, 2012 (this “Amendment”), between NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”).
WHEREAS, the Borrower, the Administrative Agent, the Lender, the other lenders party from time to time thereto and the Collateral Custodian, are party to the Amended and Restated Loan and Security Agreement, dated as of May 19, 2011 (as amended from time to time prior to the date hereof, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; and
WHEREAS, the Borrower, the Administrative Agent, the Collateral Custodian and the Lender desire to amend the Loan and Security Agreement, in accordance with Section 12.1 of the Loan and Security Agreement and subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan and Security Agreement.
ARTICLE II
Amendments to Loan and Security Agreement
SECTION 2.1. Section 1.1 of the Loan and Security Agreement and Annex B to the Loan and Security Agreement shall each be amended by deleting “$185,000,000” where it appears therein and inserting in lieu thereof “$210,000,000”.
SECTION 2.2. Section 1.1 of the Loan and Security Agreement shall be amended by deleting the definitions of “Non-Usage Fee Rate” and “Specified First Lien Loan Advance Rate” and inserting the following in lieu thereof and by inserting the following definition of “Eighth Amendment Effective Date” in the appropriate alphabetical order:
“Non-Usage Fee Rate”: (a) Prior to the Eighth Amendment Effective Date, (i) 0.50% of the first $69,317,074 of the Unused Facility Amount and (ii) 2.50% on the portion of the Unused Facility Amount in excess of $69,317,074, (b) during the first six (6) months commencing on the Eighth Amendment Effective Date, (i) 0.50% of the first $76,810,812 of the Unused Facility Amount and (ii) 2.50% on the portion of the Unused Facility Amount in excess of $76,810,812 and (c) thereafter, (i) 0.50% of the first $56,000,000 of the Unused Facility Amount and (ii) 2.50% on the portion of the Unused Facility Amount in excess of $56,000,000.
“Specified First Lien Loan Advance Rate”: 70%.
“Eighth Amendment Effective Date”: The date on which the Eighth Amendment, dated as of December 18, 2012, to this Agreement becomes effective.
ARTICLE III
Representations and Warranties
SECTION 3.1. The Borrower hereby represents and warrants to the Administrative Agent and the Lender that, as of the date first written above, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
ARTICLE IV
Conditions Precedent
SECTION 4.1. This Amendment shall become effective upon the satisfaction of the following conditions (or until such conditions are waived in writing by the Administrative Agent in its sole discretion):
(a) the execution and delivery of this Amendment by the parties hereto;
(b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent a structuring fee in an amount equal to $289,203;
(c) the Administrative Agent shall have received satisfactory evidence that the Borrower has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby;
(d) each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the increased Commitment of such Lender; and
(e) the Administrative Agent shall have received the executed legal opinion or opinions of Simpson Thacher & Bartlett LLP, counsel to the Borrower, covering authorization and enforceability of this Amendment in form and substance acceptable to the Administrative Agent in its reasonable discretion.
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 5.3. Ratification. Except as expressly amended hereby, the Loan and Security Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement for all purposes.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
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NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as the Borrower | |
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By: |
/s/ Adam Weinstein |
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Name: Adam Weinstein |
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Title: Chief Financial Officer and Treasurer |
[Signature Page to Eighth Amendment to A&R Loan and Security Agreement]
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WELLS FARGO SECURITIES, LLC, | |
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as Administrative Agent | |
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By: |
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Name: |
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Title: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
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representing 100% of the aggregate Commitments of the Lenders in effect as of the date hereof | |
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By: |
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[Signature Page to Eighth Amendment to A&R Loan and Security Agreement]
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WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian | |
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By: |
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Name: |
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Title: |
[Signature Page to Eighth Amendment to A&R Loan and Security Agreement]
Exhibit 10.2
EXECUTION VERSION
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 18, 2012 (the “Amendment Date”), between NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as collateral administrator (the “Collateral Administrator”), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (the “Administrative Agent”), WELLS FARGO BANK NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender (the “Lender”).
WHEREAS, the Borrower, the Collateral Administrator, the Administrative Agent, the Collateral Custodian, the Lender and the other lenders party from time to time thereto, are party to the Loan and Security Agreement, dated as of October 27, 2010 (as amended from time to time prior to the date hereof, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower;
WHEREAS, the Borrower, the Collateral Administrator, the Administrative Agent, the Collateral Custodian and the Lender desire to amend the Loan and Security Agreement, in accordance with Section 12.1 of the Loan and Security Agreement and subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan and Security Agreement.
ARTICLE II
Amendments to Loan and Security Agreement
SECTION 2.1. Section 1.1 of the Loan and Security Agreement and Annex B to the Loan and Security Agreement shall each be amended by deleting “$200,000,000” where it appears therein and inserting in lieu thereof “$215,000,000”.
SECTION 2.2. Section 1.1 of the Loan and Security Agreement shall be amended by deleting the definitions of “Advance Rate” and “Non-Usage Fee Rate” and inserting
in lieu thereof the following and by inserting the following definition of “Eleventh Amendment Effective Date” in the appropriate alphabetical order:
“Advance Rate”: 70%.
“Eleventh Amendment Effective Date”: The date on which the Eleventh Amendment, dated as of December 18, 2012, to this Agreement becomes effective.
“Non-Usage Fee Rate”: (a) Prior to the Eleventh Amendment Effective Date, (i) 0.50% on the first $60,000,000 of the Unused Facility Amount and (ii) a rate per annum equal to the then-current Applicable Spread on the portion of the Unused Facility Amount in excess of $60,000,000, (b) during the first six (6) months following the Eleventh Amendment Effective Date, (i) 0.50% on the first $64,500,000 of the Unused Facility Amount and (ii) a rate per annum equal to the then-current Applicable Spread on the portion of the Unused Facility Amount in excess of $64,500,000, (c) from six (6) to eight (8) months following the Eleventh Amendment Effective Date, (i) 0.50% on the first $50,166,667 of the Unused Facility Amount and (ii) a rate per annum equal to the then-current Applicable Spread on the portion of the Unused Facility Amount in excess of $50,166,667 and (d) thereafter, (i) 0.50% on the first $43,000,000 of the Unused Facility Amount and (ii) a rate per annum equal to the then-current Applicable Spread on the portion of the Unused Facility Amount in excess of $43,000,000.
ARTICLE III
Representations and Warranties
SECTION 3.1. The Borrower hereby represents and warrants to the Administrative Agent and the Lender that, as of the Amendment Date, (i) no Default, Event of Default, Change of Control or Collateral Administrator Termination Event has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
ARTICLE IV
Condition Precedent
This Amendment shall become effective as of the Amendment Date upon the satisfaction of the following conditions (or until such conditions are waived in writing by the Administrative Agent in its sole discretion):
(a) this Amendment shall have been duly executed by, and delivered to, the parties hereto;
(b) the Collateral Administrator on behalf of the Borrower shall have paid, or caused to be paid, to the Administrative Agent a structuring fee in an amount equal to $173,522;
(c) the Administrative Agent shall have received satisfactory evidence that the Borrower and the Collateral Administrator have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby;
(d) each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the increased Commitment of such Lender; and
(e) the Administrative Agent shall have received the executed legal opinion or opinions of Simpson Thacher & Bartlett LLP, counsel to the Borrower, covering authorization and enforceability of this Amendment in form and substance acceptable to the Administrative Agent in its reasonable discretion.
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 5.3. Ratification. Except as expressly amended hereby, the Loan and Security Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement for all purposes.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Date.
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NEW MOUNTAIN FINANCE SPV FUNDING, L.L.C., as the Borrower | |
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By: New Mountain Finance Holdings, L.L.C., its managing member | |
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By: |
/s/ Adam Weinstein |
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Name: Adam Weinstein |
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Title: Chief Financial Officer and Treasurer |
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NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., as the Collateral Administrator | |
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By: |
/s/ Adam Weinstein |
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Name: Adam Weinstein |
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Title: Chief Financial Officer and Treasurer |
[Signature Page to Eleventh Amendment to Loan and Security Agreement]
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WELLS FARGO SECURITIES, LLC, | |
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as Administrative Agent | |
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By: |
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Name: |
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Title: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
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representing 100% of the aggregate Commitments of the Lenders in effect as of the date hereof |
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By: |
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Name: |
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Title: |
[Signature Page to Eleventh Amendment to Loan and Security Agreement]
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WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian | |
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By: |
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Name: |
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Title: |
[Signature Page to Eleventh Amendment to Loan and Security Agreement]