UNITED STATES
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): September 16, 2011
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35008
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20-4568600 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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Bedminster One
135 Route 202/206
Bedminster, New Jersey
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07921 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (908) 731-0700
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
On September
16, 2011, GAIN Capital Holdings, Inc. (the Company) entered into an Amended and
Restated Loan and Security Agreement (the Agreement) with Silicon Valley Bank (SVB), as
collateral agent (the Collateral Agent) for the lenders listed on Schedule 1.1 of the Agreement
(the Lenders) and as administrative agent (the Administrative Agent and together with the
Collateral Agent, the Agent) for the Lenders, including, without limitation, SVB and JPMorgan
Chase Bank, N.A. (JPMorgan and together with SVB, the Joint Bookrunners). The Agreement amends
and restates, in its entirety, the terms of a Loan and Security Agreement dated as of March 29,
2006, as amended from time to time (the Original Agreement), by and among the Company and the
Lenders. Capitalized terms not otherwise defined in this Form 8-K have the meanings given to them
in the Agreement.
Pursuant to the terms of the Original Agreement, the Lenders previously made a term loan to the
Company in an amount equal to $52.5 million (the Term Loan). As of September 16, 2011, the
outstanding principal balance of the Term Loan was $10.5 million. Under the Agreement, the Company
has agreed to continue to repay the Term Loan in 20 equal quarterly installments of principal,
which previously commenced on October 1, 2007. Interest is paid monthly and accrues at a floating
per annum rate equal to, at the Companys election, either (i) the prime rate of interest plus
0.5% or (ii) the LIBOR rate plus 3.25%. The maturity date is July 1, 2012.
Pursuant to the terms of the Agreement, the Lenders have agreed to make a revolving line of credit
available to the Company in an amount equal to $50 million (the Revolving Line and together with
the Term Loan, the Credit Facilities). Interest accrues at a floating per annum rate equal to,
at the Companys election, either (i) the prime rate of interest or (ii) the LIBOR rate plus 2.5%.
The maturity date is September 16, 2014.
The Credit Facilities are secured by a security interest in certain of the Companys assets, a
negative pledge on certain of the Companys assets and an Unconditional Guaranty dated as of March
29, 2006 (the Original Guaranty) from GAIN Holdings, LLC in favor of the Lenders, as amended by a
First Amendment to Unconditional Guaranty dated as of September 16, 2011 (the Amendment to
Guaranty and together with the Original Guaranty, the Guaranty).
The terms of the Agreement require the Company and its subsidiaries to meet the following financial
tests as of the last day of each quarter, on a consolidated basis:
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A ratio of EBITDA for the twelve-month period ending on the last day of such quarter to
the aggregate amount of the Companys scheduled principal and interest payments for
borrowed money during such twelve-month period of at least 3.0 to 1.0; and |
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A ratio of the aggregate amount of all outstanding principal, interest, fees and other
costs arising out of any indebtedness of the Company for borrowed money to EBITDA, for the
immediately preceding twelve-month period, of a maximum of 1.50 to 1.0. |
The
Agreement contains customary representations and warranties, and affirmative and negative covenants
for transactions of this type, as well as certain customary events of default. If any Event of
Default occurs and is continuing, the Agent may, among other things, declare all amounts payable
under the Agreement immediately due and payable.
SVB and JPMorgan and/or their affiliates have provided and may in the future provide commercial
banking, investment banking, financial advisory and other services to the Company and its
affiliates, for which they have received, or may in the future receive, customary fees and
commissions.
The above
description of the Agreement is a summary and is qualified in its
entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
reference herein.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
As discussed under Item 1.01, the Company has entered into the Agreement. Please see the
discussion in Item 1.01, which is incorporated into this Item 2.03 by reference.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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10.1
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Amended and Restated Loan and
Security Agreement, dated as of
September 16, 2011, by and among the Company, Silicon Valley Bank,
as collateral agent for the lenders listed on Schedule 1.1 of the
Agreement and as administrative agent for the Lenders, including,
without limitation, SVB and JPMorgan Chase Bank, N.A. |
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10.2
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Unconditional Guaranty, dated as of
March 29, 2006, by and among Gain
Holdings, LLC, Silicon Valley Bank and JPMorgan Chase Bank, N.A.
(Incorporated by reference to Exhibit 10.13 of the Companys
Registration Statement on Form S-1, as amended, No. 333-161632) |
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10.3
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First Amendment to Unconditional
Guaranty, dated as of September
16, 2011, by and among Gain Holdings, LLC, the Company, Silicon Valley Bank and JPMorgan Chase Bank, N.A. |