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| KFN > SEC Filings for KFN > Form 8-K on 5-Dec-2012 | All Recent SEC Filings |
5-Dec-2012
Entry into a Material Definitive Agreement, Creation of a Direct Finan
On November 30, 2012, KKR Financial Holdings LLC (the "Company") entered into a new Credit Agreement (the "Credit Agreement") with Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New York Branch, Morgan Stanley Bank, N.A., Royal Bank of Canada, Société Générale and Wells Fargo Bank, National Association, providing for a three-year $150 million revolving credit facility. The Company may obtain additional commitments under the Credit Agreement so long as the aggregate amount of commitments at any time does not exceed $350 million.
The Company has the right to prepay loans under the Credit Agreement in whole or in part at any time. Amounts prepaid may be re-borrowed (subject to customary conditions) and all amounts borrowed under the Credit Agreement must be repaid on or before November 30, 2015. In connection with entering into the Credit Agreement, the Company terminated the commitments under its existing asset-based revolving credit facility.
Loans under the Credit Agreement bear interest at a rate equal to, at the
Company's option, LIBOR plus 2.25% per annum, or an alternate base rate plus
1.25% per annum. Ongoing extensions of credit under the Credit Agreement are
subject to customary conditions. The Credit Agreement also contains covenants
that require the Company satisfy a net worth financial test and maintain certain
ratios relating to leverage and consolidated total assets. In addition, the
Credit Agreement contains customary negative covenants applicable to the Company
and its subsidiaries, including negative covenants that restrict the ability of
such entities to, among other things, (i) incur additional indebtedness,
(ii) allow certain liens to attach to such entities' assets, and (iii) make
distributions to holders of common shares or make certain other restricted
payments. The Credit Agreement also includes other covenants, representations,
warranties, indemnities and events of default, that are customary for facilities
of this type, including events of default relating to a change of control.
The Company's obligations under the Credit Agreement are secured by a pledge of the capital stock of certain of its material subsidiaries.
The foregoing summary of the Credit Agreement and its terms and provisions is qualified in its entirety by reference to the text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
On December 5, 2012, the Company issued a press release announcing the
transaction described above under Item 1.01. A copy of this press release is
attached hereto as Exhibit 99.1. The information contained in this Item 7.01
and the attached press release is "furnished" but not "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
(d) Exhibits
The following documents are attached as exhibits to this Current Report on Form 8-K:
Exhibit
Number Description
10.1 Credit Agreement, dated as of November 30, 2012, among KKR Financial
Holdings LLC, each lender from time to time party thereto, Citibank,
N.A., as Swingline Lender and Issuing Bank, and Citibank, N.A., as
Administrative Agent
99.1 Press Release
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