GWG Holdings Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| * | On May 18, 2022, Nasdaq Stock Market LLC filed a Form 25 delisting and deregistering the shares of common stock, par value $0.001 per share, of GWG Holdings, Inc. from The Nasdaq Stock Market, which became effective ten days after the filing of the Form 25. GWG Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on April 29, 2022 under the symbol GWGHQ. |
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Item 1.01 Entry into a Material Definitive Agreement
On June 27, 2022, GWG DLP Funding IV, LLC (“DLP IV”), an indirect, wholly owned subsidiary of GWG Holdings, Inc. (the “Company”) and a direct, wholly owned subsidiary of GWG Life, LLC (“GWG Life”), the lenders party thereto (the “Lenders”) and CLMG Corp. (“CLMG”), as administrative agent, entered into a Second Amendment, dated as of June 27, 2022, to the Fifth Amended and Restated Credit Agreement (the “DLP IV Amendment”) to DLP IV’s existing Fifth Amended and Restated Credit Agreement, dated as of December 14, 2021, between DLP IV, as borrower, the Lenders party thereto and CLMG, as administrative agent (as amended prior to the date of such amendment, the “DLP IV Credit Agreement”). The DLP IV Amendment provides that in the event DLP IV does not have sufficient cash to make payments in respect of policy premiums, the Lenders will fund additional advances to DLP IV in order to make such payments, until November 1, 2022, subject to certain conditions. The DLP VI Amendment also provides for a management fee to be paid by DLP IV to GWG Life on a monthly basis until November 1, 2022, subject to certain conditions, and makes corresponding changes to the payment waterfall set forth in the DLP IV Credit Agreement in connection with the foregoing.
In addition, the DLP IV Amendment gives DLP IV (or another person specified by DLP IV) the option, subject to the repayment in full of the DLP IV Credit Agreement, to purchase the administrative agent’s and Lenders’ irrevocable, perpetual three percent (3%) interest that they were granted under a November 15, 2021 letter agreement at a price equal to or greater than $20,000,000.
On June 28, 2022, GWG DLP Funding VI, LLC (“DLP VI”), an indirect, wholly owned subsidiary of the Company and of GWG Life, and National Founders LP (“National Founders”), entered into a Second Waiver and Amendment, dated as of June 28, 2022 (the “DLP VI Amendment”, and together with the DLP IV Amendment, the “Amendments”) to DLP VI’s existing Credit Agreement, dated as of August 11, 2021, between DLP VI, as borrower, and National Founders, as sole lender and administrative agent (as amended prior to the date of such amendment, the “DLP VI Credit Agreement”). The DLP VI Amendment waives any event of default under the DLP VI Credit Agreement that had resulted or may result prior to September 16, 2022 due to insufficient funds in a reserve account established under the DLP VI Credit Agreement. The DLP VI Amendment also provides for a management fee to be paid by DLP VI to GWG Life on a monthly basis until November 1, 2022, subject to certain conditions, and makes corresponding changes to the payment waterfall set forth in the DLP VI Credit Agreement in order to permit such management fee to be paid.
The foregoing descriptions of the Amendments are qualified in their entirety by the terms of the Amendments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment, dated as of June 27, 2022, to Fifth Amended and Restated Credit Agreement, dated as of December 14, 2021, between GWG DLP Funding IV, LLC, as borrower, the lenders party thereto and CLMG Corp., as administrative agent | |
| 10.2 | Second Waiver and Amendment, dated as of June 28, 2022, to Credit Agreement, dated as of August 11, 2021, between GWG DLP Funding VI, LLC, as borrower, and National Founders, as sole lender and administrative agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GWG HOLDINGS, INC. | ||
| Date: July 1, 2022 | By: | /s/ Timothy L. Evans |
| Name: | Timothy L. Evans | |
| Title: | Chief Financial Officer | |
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