Item 1.01. Entry into a Material Definitive Agreement.
On
“Borrower”), entered into a new credit agreement (as amended, supplemented or
otherwise modified from time to time, the “AMH Credit Facility”) with the
lenders and issuing banks party thereto and
agent for the lenders.
The AMH Credit Facility refinances that certain Credit Agreement, dated as of
affiliates of
lenders party thereto, the issuing banks party thereto and
administrative agent, as such Credit Agreement was in effect immediately prior
to the closing date (as amended, supplemented or otherwise modified, the “2018
Credit Facility”).
The AMH Credit Facility provides for a
the Borrower with a final maturity date of
Borrower may incur incremental facilities in respect of the AMH Credit Facility
in an aggregate amount not to exceed
long as the Borrower is in compliance with a maximum net leverage ratio. The AMH
Credit Facility does not require any scheduled amortization payments or other
mandatory prepayments (except with respect to overadvances on the AMH Credit
Facility) prior to the final maturity date, and the Borrower may prepay the
loans and/or terminate or reduce the revolving commitments under the AMH Credit
Facility at any time without penalty.
The AMH Credit Facility is guaranteed by
Principal Holdings IV, L.P.
Holdings VI, L.P.
Holdings VIII, L.P.
Holdings X, L.P.
XII, L.P.
Management, L.P.
operating group entity that owns or controls any of
Inc.’s
negative covenants (subject to certain exceptions and baskets) which limit the
ability of the Borrower, the guarantors and certain of their subsidiaries to,
among other things, create liens. Additionally, the AMH Credit Facility contains
financial covenants which require the Borrower and its subsidiaries to maintain
a minimum level of fee-generating assets under management and a maximum total
net leverage ratio. The AMH Credit Facility also contains customary events of
default, including events of default arising from non-payment, material
misrepresentations, breaches of covenants, cross default to material
indebtedness, bankruptcy and changes in control of AGM.
As of the closing date, the AMH Credit Facility was undrawn. The interest rate
on the AMH Credit Facility as of the closing date was based on adjusted LIBOR
and the applicable margin was 1.00%. The undrawn revolving commitment fee was
0.09% as of the closing date. Borrowings under the AMH Credit Facility may be
used for working capital and general corporate purposes, including, without
limitation, permitted acquisitions. The 2018 Credit Facility and all related
loan documents were terminated as of the closing date.
The description of the AMH Credit Facility is qualified in its entirety by
reference to the text of the AMH Credit Facility, which will be filed with the
next periodic report of AGM.
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in Item 1.01 of this Form 8-K concerning the
termination of the 2018 Credit Facility is hereby incorporated into this Item
1.02. A description of the 2018 Credit Facility is set forth in AGM’s Annual
Report on Form 10-K filed on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference
into this Item 2.03.
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