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JGW > SEC Filings for JGW > Form 8-K on 9-Dec-2013All Recent SEC Filings

Show all filings for JGWPT HOLDINGS INC.



Entry into a Material Definitive Agreement, Other Events, Financial Statement

Item 1.01 Entry into a Material Definitive Agreement.

On December 6, 2013, Orchard Acquisition Company, LLC, an indirect subsidiary of JGWPT Holdings Inc. (the "Company"), and Jefferies Finance LLC entered into a second amendment (the "Amendment") to the Credit Agreement, dated as of February 8, 2013 (as amended, the "Credit Agreement"), by and among (i) Orchard Acquisition Company, LLC, as the Parent Borrower, (ii) J.G. Wentworth, LLC, an indirect subsidiary of the Company and the holding company of Orchard Acquisition Company, LLC, (iii) Jefferies Finance LLC, as Administrative Agent, Collateral Agent, Lead Arranger and Bookrunner, (iv) Jefferies Group, Inc., as the Swing Line Lender, and (v) the other Lenders from time to time party thereto. The Lenders under the Credit Agreement also consented to the Amendment as of December 6, 2013.

The Amendment provided for (i) the repayment by the Parent Borrower of $123 million of the principal amount of the initial terms loans outstanding under the Credit Agreement without the payment of any prepayment premium, (ii) the reduction of the applicable margin on the initial term loans from 6.50% to 5.00% for Base Rate Loans and from 7.50% to 6.00% for Eurodollar Loans, (iii) the reduction of the interest rate floor on the initial term loans from 2.50% to 2.00% for Base Rate Loans and from 1.50% to 1.00% for Eurodollars Loans, and
(iv) a one-year extension of each of the dates with respect to which a premium is payable for the prepayment of the initial term loans.

In connection with the Amendment, $123 million of the principal amount outstanding under the initial term loans was repaid with the net proceeds of the Company's initial public offering of Class A common stock (the "IPO"), which priced on November 8, 2013.

Pursuant to the Amendment, each of Credit Suisse Securities (USA) LLC and Jefferies LLC were named joint lead arrangers and joint lead bookrunners under the Credit Agreement. Jefferies Finance LLC, an affiliate of Jefferies LLC is the Administrative Agent. Each of Credit Suisse Securities (USA) LLC and Jefferies LLC acted as an underwriter of the Company's IPO.

The description of the Amendment set forth above is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.8 hereto, which is incorporated herein by reference.

Item 8.01. Other Events.

On December 9, 2013, the Company issued a press release announcing the Amendment and the repayment of $123 million under the term loan described under Item 1.01 herein. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description
4.8              Second Amendment to Credit Agreement, dated December 6, 2013, by and
                 among Orchard Acquisition Company, LLC, a Delaware limited liability
                 company (the "Parent Borrower") and Jefferies Finance LLC, as
                 Administrative Agent for, and on behalf of, the Lenders (as defined
                 below therein) (in such capacity, the "Administrative Agent").

99.1             Press Release, dated December 9, 2013, issued by JGWPT Holdings Inc.

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