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| VRTS > SEC Filings for VRTS > Form 8-K on 4-Sep-2009 | All Recent SEC Filings |
4-Sep-2009
Entry into a Material Definitive Agreement, Termination of a Mat
On September 1, 2009, Virtus Investment Partners, Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") with The Bank of New York Mellon, as administrative agent, issuing bank and lead arranger (the "Agent") and PNC Bank, National Association, as lender (together with the Agent, the "Lenders"). This Credit Agreement provides a senior secured revolving credit facility for the Company with a two-year term, maturing in September 2011. The outstanding principal balances of loans under the facility may not exceed $30 million in the first year of the facility and $18 million thereafter, with a $2 million sub-limit for the issuance of standby letters of credit. Loan proceeds of $15 million under the facility have been used to repay existing indebtedness, and the balance of the loan proceeds may be used for working capital and general corporate purposes. The facility also may be used for the issuance of letters of credit on the Company's behalf.
Pursuant to the terms of the Credit Agreement, the Company is permitted to borrow up to 1.75 times the sum of the Company's cash, marketable securities and investment management receivables, excluding certain specified assets. At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the facility in minimum specified increments or prepay loans in whole or in part, in each case without premium or penalty, subject to the payment of breakage fees with respect to LIBOR-based loans.
Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the Company's option, either LIBOR for interest periods of 1, 2, 3 or 6 months or an alternate base rate, in either case plus an applicable margin that is based on the Company's debt to adjusted EBITDA (as defined in the Credit Agreement). The applicable margins range from 2.750% to 3.500% in the case of LIBOR-based loans, and 1.750% to 2.500% in the case of alternate base rate loans, in each case based on a leverage ratio calculation set forth in the Credit Agreement. Under the terms of the Credit Agreement the Company also is required to pay certain fees to the Agent, including an annual commitment fee of 0.50% on undrawn amounts and a letter of credit participation fee at an annual rate equal to the applicable margin as well as any applicable fronting fees, each of which is payable quarterly in arrears.
Loans under the Credit Facility are evidenced by promissory notes in favor of the Lenders. In connection with the Credit Agreement, the Company and certain of its subsidiaries also entered into a Guarantee Agreement and a Security Agreement with the Agent, each dated as of September 1, 2009, guaranteeing and securing the obligations of the Company under the Credit Agreement. Pursuant to those agreements, the obligations under the Credit Agreement are secured by a first priority security interest in collateral consisting of current and future assets of the Company and certain of its subsidiaries.
The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or make acquisitions, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things. In addition, the Credit Agreement contains certain financial covenants including, among other things, minimum required consolidated net worth and minimum consolidated assets under management levels measured on a quarterly basis, a maximum leverage ratio, a minimum interest coverage ratio, and a minimum asset coverage ratio.
On September 3, 2009, the Company issued a press release announcing the matters described herein, a copy of which is attached hereto as Exhibit 99.1.
In connection with the Company's entry into the Credit Agreement, on September 1, 2009 the Company repaid the $18 million outstanding indebtedness along with unpaid and accrued interest under its existing loan agreement with its former parent company, Phoenix Life Insurance Company. The Company used $15 million of funds from the Credit Agreement and $3 million of cash resources to repay the loan. That loan agreement and all related agreements were terminated upon the repayment.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item.
The information included in Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference into this item.
(d) Exhibits.
4.1 Note in favor of The Bank of New York Mellon as Lender, dated as
September 1, 2009
4.2 Note in favor of PNC Bank, National Association as Lender, dated as
September 1, 2009
10.1 Credit Agreement among Virtus Investment Partners, Inc. as Borrower, the
lenders party thereto and The Bank of New York Mellon as Administrative
Agent, Issuing Bank and Lead Arranger, dated as of September 1, 2009
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10.2 Guarantee Agreement among Virtus Investment Partners, Inc., each of the
subsidiary guarantors thereto and The Bank of New York Mellon as
Administrative Agent, dated as of September 1, 2009
10.3 Security Agreement among Virtus Investment Partners, Inc., each of the other
grantors thereto and The Bank of New York Mellon as Administrative Agent,
dated as of September 1, 2009
99.1 Press release of Virtus Investment Partners, Inc., dated September 3, 2009
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