Attached files
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| EX-10.1 - EX.10.1 - CREDIT AGREEMENT - AMERICAN GENERAL FINANCE INC | mm04-2010_8kcredtagr.htm |
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): April 21, 2010
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Commission
file number 2-82985
AMERICAN
GENERAL FINANCE, INC.
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(Exact
name of registrant as specified in its
charter)
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Indiana
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35-1313922
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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601
N.W. Second Street, Evansville, IN
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47708
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(Address
of principal executive offices)
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(Zip
Code)
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(812)
424-8031
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(Registrant’s
telephone number, including area
code)
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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))
1
Item
1.01. Entry into a Material Definitive Agreement
On April
21, 2010, AGFS Funding Company (the “Borrower”), a newly formed, wholly-owned
indirect subsidiary of American General Finance, Inc. and a direct subsidiary of
American General Finance Corporation (“AGFC”), entered into and fully drew down
a $3.0 billion, five year term loan (the “Term Loan”) pursuant to a credit
agreement (the “Credit Agreement”) among (i) the Borrower, AGFC, and the
consumer finance operating subsidiaries of AGFC identified on Schedule 1.01(a)
of the Credit Agreement attached as Exhibit 10.1 (collectively the “Subsidiary
Guarantors”), and (ii) a syndicate of lenders party thereto, the various agents
party thereto, and Bank of America, N.A, as administrative agent. Any
portion of the Term Loan that is repaid (whether at, or prior to, maturity) will
permanently reduce the principal amount outstanding, and may not be
reborrowed.
The Term
Loan is guaranteed by AGFC and by the Subsidiary Guarantors. In
addition, other AGFC operating subsidiaries that from time to time meet certain
criteria will be required to become Subsidiary Guarantors. The Term
Loan is secured by a first priority pledge of the stock of the Borrower that is
limited, in accordance with existing AGFC debt agreements, to approximately 10%
of AGFC’s consolidated net worth.
The
Borrower will use the proceeds from the Term Loan to make intercompany loans to
the Subsidiary Guarantors. The intercompany loans will be secured by
a first priority security interest in eligible loan receivables, according to
pre-determined eligibility requirements and in accordance with a borrowing base
formula (the “Borrowing Base”). The Subsidiary Guarantors will use
proceeds of the loans to repay their intercompany loans from
AGFC. AGFC anticipates using the payments from Subsidiary Guarantors
to, among other things, repay debt and fund operations.
Borrowings
under the Credit Agreement will bear interest, at the Borrower’s option, at an
annual rate based on either the “Eurodollar rate” or the “base rate” in effect
from time to time, plus a margin of 5.50% for Eurodollar borrowings and 4.50%
for base rate borrowings, and are subject to a minimum Eurodollar rate of 1.75%
and a minimum base rate of 2.75% per annum.
The
Credit Agreement may be prepaid at any time, with a 1.00% prepayment premium
during the first year, and thereafter without premium or penalty. The Credit
Agreement contains a mandatory prepayment provision whereby if, at any time of
determination, the outstanding amount of the Term Loan exceeds the applicable
Borrowing Base, the Borrower is required to prepay the portion of the Term Loan
that exceeds the Borrowing Base. However, if such determination is
made, loan receivables could be added to the Borrowing Base to avoid any such
prepayment.
The
Credit Agreement contains covenants pertaining to AGFC and its subsidiaries
which limit the incurrence of liens and certain fundamental
changes. The Credit Agreement also contains covenants pertaining to
the Borrower and the Subsidiary Guarantors which, among other things, limit the
pledge of assets, disposition of assets, incurrence of debt, certain
investments, transactions with affiliates, liens, dividends and distributions
and other matters customarily restricted in such agreements.
2
The
Credit Agreement contains other customary terms and conditions, including
representations and warranties and events of default.
The
foregoing description of the Credit Agreement is qualified in its entirety by
the complete text of the Credit Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference in its
entirety.
Item
2.03. Creation of a Direct Financial Obligation
The
information set forth under Item 1.01 above is hereby incorporated into this
Item 2.03 by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
10.1 Credit Agreement, dated April 21, 2010.
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 thereunto
duly authorized.
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AMERICAN
GENERAL FINANCE, INC.
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(Registrant)
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Date:
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April
21, 2010
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By
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/s/
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Donald
R. Breivogel, Jr.
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Donald
R. Breivogel, Jr.
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Senior
Vice President and Chief Financial
Officer
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4