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): November 1, 2006
FIRSTCITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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033-19694 |
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76-0243729 |
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(State of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
6400 Imperial Drive
Waco, Texas 76712
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (254) 761-2800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2006, FirstCity Financial Corporation (FirstCity) and Bank of Scotland, as agent for the lenders, entered into an Amendment No. 4 to Revolving Credit Agreement, dated as of October 31, 2006 (the Amendment). The Amendment amended the existing $96,000,000 revolving credit facility entered into on November 12, 2004, to increase the revolving credit facility to $175,000,000 that matures on November 12, 2010. The Amendment made the following changes to the existing loan facility that is used to finance the senior debt and equity portion of portfolio and asset purchases made by FirstCity and to provide for the issuance of letters of credit and working capital loans: (i) increased the maximum outstanding amount of loans and letters of credit issued under the loan facility that may be outstanding under the loan facility to $175,000,000; (ii) reduced the available interest rates under the loan facility by 0.5% per annum; (iii) increased the maximum value for assets that can be included in the borrowing base from the acquisition of portfolio assets in certain countries as follows (a) Mexico increased to $30,000,000, (b) Brazil increased to $5,000,000, (c) Chile to $10,000,000, and (d) Argentina or Uruguay to $6,000,000; (iv) increased the limit for Loans that can be borrowed in Euros under the loan facility to $50,000,000; (v) increased the maximum amount of letters of credit that can be issued under the loan facility to $40,000,000; (vi) increased the maximum amount of working capital loans that can be outstanding under the loan facility to $35,000,000; (vii) provided for an additional upfront fee paid to Bank of Scotland in the amount of $830,000; (viii) amended the requirement for the ratio of EBITDA to Interest Coverage to be not less than 1.50 to 1.00 for each twelve month period, and added a new covenant that FirstCity must maintain a ratio of Cumulative Current Recovered and Projected Collections to Cumulative Original Projected Collections of not less than 0.90 to 1.00; and (ix) extended the maturity date for the loan facility to November 12, 2010. The obligations of FirstCity under the Revolving Credit Agreement are guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity and are secured by security interests in substantially all of the assets of FirstCity and its wholly-owned subsidiaries. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1 and is incorporated herein by this reference.
FirstCity has had a significant relationship with Bank of Scotland and The Governor and The Company of the Bank of Scotland (BoS-UK) and their subsidiaries since September 1997. FirstCity and its wholly-owned subsidiaries have entered into loan agreements with Bank of Scotland, BoS (USA) Inc. and BoS-UK from time to time since 1997.
Since December 2002, the Bank of Scotland provided a loan facility consisting of (i) a revolving acquisition loan facility providing for a maximum principal balance of loans outstanding at any time of $45,000,000, and (ii) a revolving loan facility in the maximum principal amount of $5,000,000 for corporate purposes. These facilities were secured by all of the assets of FirstCity and certain of its wholly-owned subsidiaries. The outstanding balances under those facilities were converted to loans under the revolving credit agreement between FirstCity and the Bank of Scotland dated November 12, 2004, which is being amended by the Amendment.
On August 26, 2005, FH Partners, L.P., an indirect wholly-owned affiliate of FirstCity, and Bank of Scotland entered into a revolving credit agreement (the FHP Revolving Credit Agreement) that provides a $50,000,000 revolving portfolio acquisition facility for FH Partners, L.P. to be secured by all of the assets of FH Partners, L.P. The loan facility is used by FH Partners, L.P. to finance portfolio and asset purchases. The obligations of FH Partners, L.P. under the FHP Revolving Credit Agreement are guaranteed by FirstCity and the primary wholly-owned subsidiaries of FirstCity.
In December 2002, in connection with an exchange offer to the holders of FirstCitys New Preferred Stock, BoS-UK provided a non-recourse loan in the amount of $16,000,000 to FirstCity, which was used to pay the cash portion of the exchange offer to the holders of the New Preferred Stock, to pay expenses of the exchange offer and recapitalization, and to reduce FirstCitys debt to Bank of Scotland and BoS (USA) Inc. (the Senior Lenders). The $16,000,000 loan was secured by a 20% interest in Drive Financial Services LP (Drive) (64.51% of FirstCitys remaining 31% interest in Drive) and other assets of FirstCity
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Consumer Corporation (Consumer Corp.) as were necessary and only to the extent to allow BoS-UK to realize the security interest in the 20% interest in Drive. In connection with the $16,000,000 loan, FirstCity agreed to pay a contingent fee to BoS-UK equal to 20% of all amounts received by FirstCity and Consumer Corp. upon any sale of the 20% interest in Drive or any receipt of distributions from Drive related to the 20% ownership interest, once such payments exceeded $16,000,000 in the aggregate. The outstanding principal and accrued interest of $16,003,947 under the $16,000,000 loan was paid in full on November 1, 2004, in connection with the sale of the 31% beneficial interest in Drive.
On November 1, 2004, FirstCity and certain of its subsidiaries completed the sale of a 31% beneficial ownership interest in Drive and its general partner, Drive GP LLC, to IFA Drive GP Holdings LLC (IFA-GP), IFA Drive LP Holdings LLC (IFA-LP) and Drive Management LP (MG-LP) for a total purchase price of $108,478,300 in cash, which resulted in distributions and payments to FirstCity and Consumer Corp. in the aggregate amount of $86,800,000 in cash, from various sources. As is noted above, the proceeds of the sale were used in part to pay indebtedness owed to the Senior Lenders and BoS-UK.
BoS (USA) Inc. has a warrant to purchase 425,000 shares of FirstCitys voting Common Stock at $2.3125 per share, which is subject to adjustment in the number of shares in the event of certain changes in the Common Stock, grants of options or issuance of convertible securities by FirstCity or certain corporate changes or reorganizations. The warrant will expire on August 31, 2010, if it is not exercised prior to that date.
Section 2 Financial Information
Item 2.03 Creation of a Direct Financial Obligation of the Registrant.
On November 12, 2004, FirstCity entered into an Amendment providing for an increase of the maximum amount of outstanding loans that can be made and letters of credit that can be issued under the loan facility to $175,000,000, the obligations of which are guaranteed by substantially all of its wholly-owned subsidiaries of FirstCity. The information provided under Item 1.01 of this report regarding the Amendment is incorporated herein by reference.
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Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 4 to Revolving Credit Agreement, dated as of October 31, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent.
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SIGNATURES
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 hereunto duly authorized.
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FIRSTCITY FINANCIAL CORPORATION |
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Date: November 7, 2006 |
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By: |
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/s/ J. Bryan Baker |
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J. Bryan Baker |
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Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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10.1 |
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Amendment No. 4 to Revolving Credit Agreement, dated as of October 31, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent. |
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EXHIBIT 10.1
AMENDMENT NO. 4 TO REVOLVING CREDIT AGREEMENT
AMENDMENT (this Amendment), dated as October 31, 2006, among FIRST CITY FINANCIAL CORPORATION, a Delaware corporation (the Borrower), the financial institutions which are parties to the Agreement hereinafter referred to (each a Lender and collectively, the Lenders), and BANK OF SCOTLAND, as agent for the Lenders under such Agreement (in such capacity, the Agent), to the Revolving Credit Agreement, dated as of November 12, 2004, among the Borrower, the Lenders and the Agent (the Agreement).
W I T N E S S E T H:
WHEREAS, the Borrower has requested that certain amendments set forth herein be made to the Agreement;
WHEREAS, subject to the terms and conditions contained below, the Agent and the Lenders are willing to so amend the Agreement;
NOW, THEREFORE, it is agreed:
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LTV Ratio |
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Applicable |
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Applicable |
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Greater than 1.00 to 2.00 |
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0.25 |
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2.25 |
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Less than or equal to 1.00 to 2.00 |
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0.00 |
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2.00 |
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(A) the sum of (i) the amount by which the Net Present Equity Value of all Portfolio Entities located in, or with Assets which originated in Mexico exceeds $30,000,000, (ii) the amount by which the Net Present Equity Value of all Portfolio Entities located in, or with Assets which originated in Brazil exceeds $5,000,000, (iii) the amount by which the Net Present Equity Value of all Portfolio Entities located in, or with Assets which originated in Chile exceeds $10,000,000, (iv) the amount by which the Net Present Equity Value of all Portfolio Entities with Assets located in, or which originated in Argentina or Uruguay exceeds $6,000,000, (v) reserves as Agent shall from time to time deem, in good faith to be appropriate, which is not otherwise taken into account in determining the Net Present Value of an Asset or the Net Present Equity Value of a Portfolio Entity, (vi) the Aggregate Net Present Equity Value of each Portfolio Entity whose Equity Interests are owned by any Subsidiary which has undertaken or is subject to any event described in clauses (i) through (vii) of Section 9.8 of the Agreement, and (vii) the REO Excess Value Adjustment, and
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Section 4.4 Upfront Fee. Borrower agrees to pay to Agent, for the ratable account of each Lender (based upon the percentage that each Lenders Loan Commitment represents of the Total Loan Commitment) an upfront fee (the Upfront Fee) in the amount of $460,000, on or before the Effective Date, and
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in the amount of $830,000, on or before the Amendment Closing Date, which fee shall be due and payable in full on the Effective Date and the Amendment Closing Date, respectively.
(ii) maintain a ratio of EBITDA to Interest Coverage of not less than 1.50 to 1.00 for the four fiscal quarters then ended; and
(iv) maintain a ratio of Cumulative Current Recovered and Projected Collections to Cumulative Original Projected Collections, of not less than 0.90 to 1.00.
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[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers.
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BANK OF SCOTLAND, |
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Individually and as Agent |
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Title: |
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FIRSTCITY FINANCIAL CORPORATION |
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[Signature Page to Amendment No. 4 to Revolving Credit Agreement]
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Annex A
CONFIRMING CONSENT
Reference is hereby made to the foregoing Amendment (the Amendment) to the Revolving Credit Agreement dated as of October 31, 2006 among the Borrower, the Lenders and the Agent; said agreement, as amended and modified by the Amendment and from time to time hereafter further amended or otherwise modified, the Amended Agreement).
Each Guarantor hereby consents to the terms and provisions of the Amendment and confirms and acknowledges that:
(a) its obligations under the Loan Documents to which it is a party remain in full force and effect and the terms Obligations and Secured Obligations used in such Loan Documents include all Obligations of the Borrower under the Amended Agreement; and
(b) its consent and acknowledgement hereunder is not required under the terms of such Loan Documents and any failure to obtain its consent or acknowledgment to any subsequent amendment to the Agreement or the Amended Agreement or any of the other Loan Documents will not affect the validity of its obligations under the aforesaid Loan Documents or any other Loan Document, and this consent and acknowledgement is being delivered for purposes of form only.
Capitalized terms used herein and not otherwise defined have the same meanings as in the Amended Agreement. This Consent is dated as of the Amendment Closing Date (as defined in the Amendment).
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FIRSTCITY COMMERCIAL CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FC CAPITAL CORP. |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY CONSUMER LENDING CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY EUROPE CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY HOLDINGS CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY HOLDINGS CORPORATION OF MINNESOTA |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY INTERNATIONAL CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY MEXICO, INC. |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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FIRSTCITY SERVICING CORPORATION |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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BOSQUE ASSET CORP. |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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BOSQUE LEASING, L.P. |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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BOSQUE LEASING GP CORP. |
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By: |
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Name: |
James C. Holmes |
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Title: |
Executive Vice President |
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Schedule 2.1
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Lender |
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Revolving Credit Commitment* |
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Eurosublimit* |
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Bank of Scotland, acting through its New York branch |
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$175,000,000 |
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$50,000,000 |
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Total |
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$175,000,000 |
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$50,000,000 |
* Subject to reduction in accordance with the terms and provisions of the Credit Agreement.
Exhibit G
Exhibit G to the Revolving Credit Agreement
FIRSTCITY FINANCIAL CORPORATION
BANK OF SCOTLAND
BORROWING BASE CERTIFICATE
FUNDING COMMITMENT RECONCILIATION
Date: