Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2022 (the “Facility Closing Date”), Marlin Capital Conduit, LLC (“MCC”), an indirect, wholly owned subsidiary of Marlin Business Services Corp. (the “Company”), entered into a loan and security agreement (the “Loan Agreement”) with the lenders from time-to-time parties thereto and Bank of America, N.A., as administrative agent.
In connection with the Loan Agreement and pursuant to a purchase agreement dated as of the Facility Closing Date between MCC and Marlin Leasing Corporation (“Marlin Leasing”), a direct, wholly-owned subsidiary of the Company, Marlin Leasing conveyed on the Facility Closing Date, and may from time to time in the future convey, certain equipment leases, equipment loans, franchise loans and working capital loans together with Marlin Leasing’s interest in any related equipment and other rights related thereto (collectively, the “Financed Assets”) to MCC.
Pursuant to the Loan Agreement, at any time after the Facility Closing Date and on or before July 18, 2022 (the “Revolving Period”), MCC may request that Bank of America, N.A. and BNP Paribas (together, the “Committed Lenders”) and one or more conduit lenders (the “Conduit Lenders,” and together with the Committed Lenders, collectively, the “Lenders”) make loans (“Loans”) and, subject to certain conditions precedent (including that the Agreement and Plan of Merger, dated as of April 18, 2021, by and among the Company, Madeira Holdings, LLC and Madeira Merger Subsidiary, Inc. has not terminated) and the availability of a borrowing base determined based upon advance rates relating to the present value of remaining scheduled payments and residual values of leases on account of the Financed Assets held by MCC at that time, the Committed Lenders shall, and the Conduit Lenders may, advance funds not to exceed an aggregate maximum principal amount of $700 million (the “Maximum Loan Amount”).
As of the Facility Closing Date, the Loans had an outstanding principal balance of approximately $617 million. The Loans made on the Facility Closing Date were primarily used to repay all amounts due and owing under the previously-disclosed loan and security agreement dated as of November 2, 2021 by and between MCC and the lenders party thereto and Bank of America, N.A., as administrative agent, which loan and security agreement and related agreements (including the purchase agreement by and between the Company’s direct wholly-owned subsidiary Marlin Business Bank, as seller and MCC, as purchaser) were terminated upon such repayment in furtherance of Marlin Business Bank’s voluntary self-liquidation plan.
The Loans bear interest, payable monthly, based on the applicable Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York (or a replacement thereto as determined pursuant to the Loan Agreement), plus an agreed-upon SOFR adjustment and margin. MCC paid a commitment fee to the Committed Lenders based upon the Maximum Loan Amount, and MCC is also required to pay a monthly fee based on any unused portion of the Maximum Loan Amount.
During and after the Revolving Period and unless an amortization event or event of default occurs, the lenders under the Loan Agreement will be repaid on a monthly basis as payments on account of the Financed Assets are received. The Loan Agreement contains various customary representations and warranties, affirmative and negative covenants, cease funding events, early amortization events, servicer termination events and events of default.
Item 8.01. Other Events.
On January 12, 2022, Marlin Business Services Corp. issued a press release providing an update on its proposed merger with a subsidiary of funds managed by HPS Investment Partners LLC. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
