Attached files
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EX-10.1 - EX-10.1 - AMERICAN GENERAL FINANCE INC | y91259aexv10w1.htm |
EX-99.1 - EX-99.1 - AMERICAN GENERAL FINANCE INC | y91259aexv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May 6, 2011
Commission file number 2-82985
SPRINGLEAF FINANCE, INC.
Indiana | 35-1313922 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) | |
601 N.W. Second Street, Evansville, IN | 47708 | |
(Address of principal executive offices) | (Zip Code) |
(812) 424-8031
(Registrants telephone number, including area code)
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 May 10, 2011, Springleaf Financial Funding Company (the Borrower), a wholly owned subsidiary
of Springleaf Finance Corporation (SLFC) and an indirect subsidiary of Springleaf Finance,
Inc. (the Company), entered into, and fully drew down, $3.75 billion of six-year senior secured
term loans (collectively the initial loan) pursuant to a secured term loan facility (the Senior
Secured Term Loan Facility) among the Borrower, SLFC, most of the consumer finance operating
subsidiaries of the Company and SLFC (collectively, the Subsidiary Guarantors), a syndicate of
lenders, various agents and Bank of America, N.A., as administrative agent and collateral agent.
The Senior Secured Term Loan Facility refinanced in full the Borrowers existing $3.0 billion
secured term loan facility (the Old Term Loan) scheduled to mature in April 2015. Upon receipt of
additional lender commitments, the aggregate principal amount of the Senior Secured Term Loan
Facility may be increased pursuant to one or more incremental facilities subject to satisfaction of
certain conditions.
The Senior Secured Term Loan Facility is guaranteed by SLFC and by the Subsidiary Guarantors. In
addition, certain operating subsidiaries of the Company and SLFC that from time to time meet
certain criteria will be required to become Subsidiary Guarantors. The Senior Secured Term Loan
Facility is secured by a first priority pledge of the stock of the Borrower that was limited at the
transaction date, in accordance with SLFCs existing indenture, to approximately 10% of SLFCs
consolidated net worth.
The Borrower used the proceeds from the initial loan made under the Senior Secured Term Loan
Facility to refinance the Old Term Loan and to make new intercompany loans to Subsidiary
Guarantors. The intercompany loans are 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 maturity date of the initial loan made under the Senior Secured Term Loan Facility is May 10,
2017. With respect to Eurodollar rate loans, the initial loan under the Senior Secured Term Loan
Facility will bear interest at a rate of LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%
(compared to the Old Term Loan rate of LIBOR plus 5.50% with a 1.75% LIBOR floor). With respect to
base rate loans, the initial loan under the Senior Secured Term Loan Facility will bear interest at
a spread of 3.25% (compared to 4.25% under the Old Term Loan) plus the highest of (i) the federal
funds rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced
from time to time by the administrative agent as its prime rate, and (iii) one-month LIBOR plus
1.00%. Voluntary prepayments of the initial loan on or prior to (i) May 10, 2012 are subject to a
2.00% prepayment premium and (ii) May 10, 2013, but after May 10, 2012, are subject to a 1.00%
prepayment premium.
The documents for the Senior Secured Term Loan Facility (collectively the Facility Documents),
including the Amended and Restated Credit Agreement dated May 10, 2011 (the Credit Agreement),
contain customary representations and warranties and affirmative and negative covenants that, among
other things, restrict the ability of (i) SLFC and its subsidiaries to create or incur certain
liens, (ii) SLFC to merge or consolidate with other companies or transfer all or substantially all
of its assets, (iii) the Borrower and the Subsidiary Guarantors to create or incur liens, incur or
guarantee additional indebtedness, make investments, transfer or sell assets, make restricted
payments, engage in transactions with affiliates and make certain amendments to their
organizational documents or the documents relating to the intercompany secured loans, and (iv) the
Borrower to engage in any business or consensual activity other than as specified in the Facility
Documents. These covenants are subject to a number of limitations and exceptions set forth in the
Facility Documents.
The Facility Documents also provide for customary events of default, including: payment defaults;
failure to comply with covenants; cross-defaults to material indebtedness; bankruptcy and
insolvency; material judgments; invalidity of Facility Documents or with respect to the
intercompany secured loans; and material ERISA events. In the case of an event of default arising
from specified events of bankruptcy or insolvency, all outstanding obligations under the Facility
Documents will become due and payable immediately without further action or notice. As is customary
in such financings, the lenders may terminate their commitments, accelerate the repayment of
amounts outstanding and exercise other
remedies upon the occurrence of an event of default, subject, in certain instances, to the
expiration of an applicable cure period.
The foregoing description of the Senior Secured Term Loan Facility and the Facility Documents 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 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 above is hereby incorporated into this Item 1.02 by
reference.
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 hereby incorporated into this Item 2.03 by
reference.
Item 8.01. Other Events.
On May 6, 2011, the Company issued a press release announcing the pricing for the Senior Secured
Term Loan Facility, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Exhibit | |
10.1
|
Amended and Restated Credit Agreement, dated May 10, 2011. | |
99.1
|
Press Release, dated May 6, 2011. |
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.
SPRINGLEAF FINANCE, INC. (Registrant) |
||||
Date: May 11, 2011 | By | /s/ Donald R. Breivogel, Jr. | ||
Donald R. Breivogel, Jr. | ||||
Senior Vice President and Chief Financial Officer | ||||
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
10.1
|
Amended and Restated Credit Agreement, dated May 10, 2011. | |
99.1
|
Press Release, dated May 6, 2011. |