Disaster Fund – Gosic http://gosic.org/ Wed, 22 Jun 2022 20:17:06 +0000 en-US hourly 1 https://wordpress.org/?v=5.9.3 https://gosic.org/wp-content/uploads/2021/06/icon-2-150x150.png Disaster Fund – Gosic http://gosic.org/ 32 32 BRIGHTVIEW HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K) https://gosic.org/brightview-holdings-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-obligation-under-an-off-balance-sheet-registrant-arrangement-financial-statements/ Wed, 22 Jun 2022 20:17:06 +0000 https://gosic.org/brightview-holdings-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-obligation-under-an-off-balance-sheet-registrant-arrangement-financial-statements/

Item 1.01. Conclusion of a significant definitive agreement.

On June 22, 2022, BrightView Financing LLC and BrightView Landscapes, LLCsubsidiaries of BrightView Holdings, Inc. (the “Company”), has entered into the third amendment to the receivables financing agreement (the “Amendment Agreement”), which amends the receivables financing agreement, dated April 28, 2017by and among BrightView Financing LLC(the borrower”), BrightView Landscapes, LLCas the initial repairer, PNC Bank, National Associationas administrative agent and letter of credit bank, PNC Capital Markets LLCas structuring agent, and persons party thereto from time to time as lenders and participants in the letter of credit (as amended by the First Amendment, dated February 21, 2019
and the second amendment, dated February 21, 2021the “Receivables Financing Agreement”).

Pursuant to the Amendment Agreement, the Debt Financing Agreement has been amended (as amended, the “Amended Debt Financing Agreement”) to, among other things: (i) increase the ability to loan thereunder from $250.0 million up to an amount of $275.0 million(ii) extend the Scheduled Termination Date (as defined in the Amended Receivables Financing Agreement) to June 22, 2025 and (iii) join MUFG Bank, Ltd. as a lender and LC participant.

Loans borrowed under the amended receivables financing agreement, at the option of the borrower, bear interest at the annual rate of (i) a guaranteed overnight financing rate; (ii) a guaranteed overnight funding rate calculated daily without compounding; (iii) a base rate or (iv) a one-month guaranteed overnight rate, determined daily.

The Agents, some of the Lenders and some of their respective affiliates have provided and may in the future provide financial, banking and related services to the Company. These parties have received, and may receive in the future, compensation from the Company for these services.

The foregoing description of the Amending Agreement and Amended Receivables Financing Agreement is qualified in its entirety by reference to the full text of the Amending Agreement and Amended Receivables Financing Agreement, which are filed as Exhibit 10.1 to this current report on Form 8-K. and are incorporated herein by reference.

Section 2.03. Creation of a direct financial obligation or an obligation under a

           Off-Balance Sheet Arrangement of a Registrant



The information set out in Section 1.01 is incorporated by reference into this Section 2.03.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits. The following documents are filed herewith:



Exhibit
 Number                                 Description
  10.1       Third Amendment to the Receivables Financing Agreement, including
           Exhibit A thereto, a marked version of the Receivables Financing
           Agreement, dated as of June 22, 2022, by and among BrightView Funding
           LLC, as borrower, BrightView Landscapes LLC, as initial servicer and
           PNC Bank, National Association, as lender, letter of credit bank,
           letter of credit participant and administrative agent.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

© Edgar Online, source Previews

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BlockFi obtains a $250 million line of credit from FTX https://gosic.org/blockfi-obtains-a-250-million-line-of-credit-from-ftx/ Tue, 21 Jun 2022 13:38:07 +0000 https://gosic.org/blockfi-obtains-a-250-million-line-of-credit-from-ftx/

Crypto lender BlockFi secured $250 million revolving line of credit from crypto exchange FTXCEO Zac Prince announced on Twitter on Tuesday morning.

“Today @BlockFi signed a term sheet with @FTX_Official to secure a $250m revolving credit facility giving us access to capital which further strengthens our balance sheet and the strength of our platform,” said he writes in a Twitter feed.

Prince said FTX loan proceeds are contractually subordinate to all customer balances, which means BlockFi will fulfill its obligations on customer accounts — BlockFi interest accounts, BlockFi personalized return, and loan collateral — before paying FTX. .

The company was particularly affected by the crisis. Last week, BlockFi joined the growing list of companies cutting staff to weather the crypto winter, cutting its staff by “around 20 %.”

At the time, Prince said on Twitter that all BlockFi products and services would continue to operate as normal.

This is a timely disclaimer.

Celsius, one of BlockFi’s crypto lending competitors, froze account withdrawals, trades and transfers last Sunday to help it cope with the weather.”extreme market conditions.” Yesterday society said so needs more time to stabilize before unblocking the accounts.

Meanwhile, BlockFi has encountered its own headwinds. Last week, the company made a $1 million payment to Iowa Division of Insurance as part of a larger $100 million fine that BlockFi agreed to pay to settle an investigation into its high-yield accounts.

“Future Collaboration”

In his announcement of the line of credit, Prince hinted that this could open the door for a partnership between FTX and BlockFi.

“This deal also unlocks future collaboration and innovation between BlockFi and FTX as we work to accelerate prosperity around the world through crypto financial services,” he said on Twitter.

The feeling seems mutual. Yesterday, FTX CEO Sam Bankman-Fried said the cryptocurrency exchange had a “responsibility” to bail out struggling companies during this relentless bear market.

“Even though we weren’t the ones who caused it, or weren’t involved in it,” he said, referring to the wave of “contagion” affecting the crypto markets. “I think that’s what’s healthy for the ecosystem, and I want to do what can help it grow and thrive.”

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Santa Cruz County Bank Hires R https://gosic.org/santa-cruz-county-bank-hires-r/ Sun, 19 Jun 2022 20:15:00 +0000 https://gosic.org/santa-cruz-county-bank-hires-r/

SANTA CRUZ, Calif., May 10, 2022 /PRNewswire/ — Santa Cruz County Bank (OTCQX:SCZC), announced today Randy Lagomarsino joined the bank as vice president and senior relationship manager for the bank’s Silicon Valley region. He is based at the Bank Cupertino office where he will be responsible for new business acquisition, lending and business development in Silicon Valley and the Greater Bay Area.

Mr. Lagomarsino has 17 years of banking experience with extensive experience in sales and lending for major financial institutions in Northern California and the Bay Area. He was Head of Commercial Lending at Wells Fargo Banking Group and Head of Commercial Banking Group Business Development at Wells Fargo. He also served as Vice President, Business Development Officer for US Bank’s Commercial Banking Group, and Vice President, Business Development and Relationship Manager for Bank of America‘s Commercial Middle Market Group. Most recently, Mr. Lagomarsino served as Vice President, Senior Relationship Manager at City National Bank in San Jose where he managed a portfolio of middle market business relationships.

Mr. Lagomarsino earned his Bachelor of Science in Commerce from the Phoenix University.

Jon SiskExecutive Vice President and Chief Banking Officer, said, “We are delighted to welcome Randy to our Silicon Valley team. His commitment to building personal relationships aligns with the Bank’s mission, and his knowledge of the local business community is a valuable asset to the Bank and to our clients. We look forward to his contributions. »

Mr. Lagomarsino is based at the Bank’s headquarters Cupertino office at 19240 Stevens Creek Boulevard.

ON SANTA CRUZ COUNTY BANK
Santa Cruz County Bank was founded in 2004. It is a premier, locally owned and operated, full-service community bank headquartered in Santa Cruz, California. The bank has branches in Aptos, Capitol, Cupertino, Monterey, santa cruz, Valley of the Scotts and Watsonville. What sets Santa Cruz County Bank apart from the “big banks” is its relationship-based service, focus on problem solving, and direct access to decision makers. The bank is one of the main lenders to the SBA in Santa Cruz County and Silicon Valley and one of the top USDA lenders in the State of California. As a full-service bank, Santa Cruz County Bank offers competitive deposit and lending solutions for businesses and individuals. including business loans, lines of credit, commercial real estate financing, construction loans, agricultural loans, SBA and USDA government guaranteed loans, credit cards, merchant services, deposit seizure remote, mobile and online banking, bill payment and cash management. True to its community roots, the Santa Cruz County Bank has supported regional welfare by actively participating in and donating to local nonprofit organizations.

Santa Cruz County Bank shares are publicly traded on the OTCQX US Premier Market under the symbol SCZC. Orders to buy shares can be placed online, through a brokerage firm, or through market makers listed in the Investor Relations section of the bank’s website. For more information about the Santa Cruz County Bank, visit www.sccountybank.com.

santa_cruz_county_bank.jpg

favicon.png?sn=SF53113&sd=2022-05-10 Show original content to download multimedia:https://www.prnewswire.com/news-releases/santa-cruz-county-bank-hires-randy-lagomarsino-301544399.html

Santa Cruz County Bank

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7 On Your Side: The Best Money Moves to Deal With Rising Mortgage Rates https://gosic.org/7-on-your-side-the-best-money-moves-to-deal-with-rising-mortgage-rates/ Fri, 17 Jun 2022 22:52:11 +0000 https://gosic.org/7-on-your-side-the-best-money-moves-to-deal-with-rising-mortgage-rates/ This week, 30-year fixed mortgage rates rose more than half a point to 5.78%, the biggest increase in 28 years.

So what does it mean if you’re selling or buying a home?

“We fell in love with the place, we fell in love with the house,” Mohamad Hussein said. “We got it, we felt lucky.”

Breathing a sigh of relief, the first home buyer closed his Cliffside Park property last March.

Hussein said if he applied today, his 2.5% interest rate on a 30-year fixed mortgage would be 6.5%.

Her family wouldn’t have been able to afford their dream home now.

For example, take a $500,000 mortgage.

A four-point increase in the interest rate on a 30-year fixed mortgage would cost the homeowner an additional $1,185 per month in interest.

That’s $14,220 per year and an additional $426,600 in interest over the life of the loan.

“Our first time buyers are going to be taken off the market,” Robert White said.

White, president of New Jersey Realtors, said buyers with low margins on what they’ve saved and who can afford to pay monthly will choose to keep renting and wait as mortgage rates are expected to keep rising. .

“You might see somewhere between 7.5 and 8%, but that fights inflation and then rates will come back down,” White said.

His advice to potential buyers is to lock in a lower rate from time to time and then refinance.

“They may be paying a higher rate now, but they can refinance those loans at a later date at a lower interest rate,” White said.

White said don’t listen to advice like buying your rate with points doesn’t pay off in the long run, or using a shorter loan term.

“It’s going to cost the buyer 60% more on the monthly payment,” White said.

He also advises avoiding ARMs, adjustable rate mortgages, with attractive, low introductory rates.

“Here’s what could happen, you lock yourself into a 3-5 year ARM and let’s say rates have gone up. Well now you can’t refi because you’re already locked into that rate and it’s going to go up at the rate. expiration of this RMA,” White said.

What buyers can do in this market is try to put down a bigger deposit. This will present you as a stronger buyer and help you with the amount of equity you put into the home.

“You’re not going to see meaningful interest rates unless you set 4% or higher,” White said.

Another trick is to reduce the size of your wishlist.

Consider a condo or townhouse instead of house for now or broaden your search to more remote areas and use a direct lender, a reputable bank with guaranteed rates.

“The product they are promoting will definitely stay the same from start to finish,” White said.

And finally, lenders want your business, so put them in competition. Shop around and consider working with a licensed mortgage broker, they can help you through uncertain times.

MORE NEWS: New video released on disappearance of pregnant postwoman

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Geneva Financial Announces New Mortgage Branch in Washington Led by Branch Manager Brittany Van Brunt https://gosic.org/geneva-financial-announces-new-mortgage-branch-in-washington-led-by-branch-manager-brittany-van-brunt/ Thu, 16 Jun 2022 14:00:00 +0000 https://gosic.org/geneva-financial-announces-new-mortgage-branch-in-washington-led-by-branch-manager-brittany-van-brunt/

“This move to Geneva Financial has created an opportunity for me and my branch to address the human element of the mortgage process while providing the best possible service.” Washington Branch Manager Brittany Van Brunt declared. “People are the reason we are in this business, and Geneva Financial has been there with us with the technology and support we need to serve our market.”

Based on Seattle, WA, Van Brunt and its new branch proudly serve homebuyers statewide. The new branch will continue Geneva exceptional service and an extensive product line through countless buyer- and owner-focused products, including conventional, FHAVA, USDA, refinance, inversion, jumbo loans, condo financing, and more.

Since beginning his career in the mortgage industry 20 years ago, Van Brunt has always given priority to its customers and to the personalization and humanization of their shopping journey. For her, making the plans and dreams of her borrowers a reality is the key to success.

Geneva Financial Home Loans is currently expanding into all markets and is looking for Branch Managers and Loan Originators across United States seek to advance their mortgage careers. For more information on opportunities, visit www.GenevaFi.com/opportunity

About Geneva Financial

Founded in 2007 by Aaron VanTrojenGeneva Financial (NMLS 42056) is a direct mortgage lender headquartered in Chandler, AZ with over 130 branches in 46 states. At Geneva Financial, our mission is to approach every aspect of our business from the “inside out”. With a culture-driven mindset, we focus first on our loan originators and support staff to ensure an unbeatable experience for our clients.

Our Core Values ​​were created as a daily reminder to operate with the inside-out approach in mind. Core Value #1 is the backbone of all of our Core Values, Mission and Brand Vision: Home Loans Powered by Humans®. Learn more about Geneva Financial home loans at www.GenevaFi.com

SOURCE Financial Geneva

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Union Home Mortgage Named Winner of Home Possible RISE Awards by Freddie Mac https://gosic.org/union-home-mortgage-named-winner-of-home-possible-rise-awards-by-freddie-mac/ Tue, 14 Jun 2022 14:00:00 +0000 https://gosic.org/union-home-mortgage-named-winner-of-home-possible-rise-awards-by-freddie-mac/

The company has been recognized for the volume of mortgages granted to low-income borrowers

STRONGVILLE, Ohio, June 14, 2022–(BUSINESS WIRE)–Union Home Mortgage (UHM), a high-growth independent mortgage company with a world-class culture, today announced that Freddie Mac has named the company a 2022 Home Possible RISE Rewards winner in the highest volume category.

Now in its fifth year, the Home Possible Recognizing Individuals for Sustained Excellence (RISE) awards are an annual program that celebrates excellence in creating Freddie Mac Home Possible mortgages, which are loans that offer flexible options and down payments as low as 3% to responsibly increase homeownership opportunities for very low to low income borrowers. The Largest Volume category is reserved for top originators among national and local organizations that originate and/or aggregate the largest number of Home Mortgages Possible. UHM received top honors among regional institutions for the volume of Home Possible mortgages it originated in 2021.

“Union Home Mortgage is committed to making homeownership a reality for individuals and families living within our communities,” said Bill Cosgrove, President and CEO of Union Home Mortgage. “We are proud to be recognized by Freddie Mac as a Home Possible RISE award winner for our efforts to increase access to mortgages for borrowers who are too often underserved by traditional lending institutions. responsible access to more inclusive mortgages, UHM is playing the game on the ground and expanding opportunities for creditworthy individuals across our footprint to achieve their dream of home ownership.”

Freddie Mac purchased over 130,000 Home Possible mortgages in 2021. Since 2015, the organization has made homeownership possible for over 643,000 families through the purchase of over $126.5 billion Home Possible loans.

Freddie Mac will recognize UHM and other Home Possible RISE award winners at the FreddieMacCONNECT virtual conference on September 20-21.

About the Union Home Mortgage

Union Home Mortgage Corp. (UHM) is a high-growth, independent, full-service retail, wholesale and consumer mortgage company with more than 150 branches across the United States. For 7 consecutive years, UHM has received the Top Workplace award. With a world-class culture that stands out in the mortgage industry, UHM Partners (employees) is guided by a code of conduct that emphasizes respect, open communication and accountability. UHM is an approved direct lender to Fannie Mae, Freddie Mac, FHA, VA, USDA, and other compliant and non-QM lending products, with over $13 billion in responsible lending annually.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20220614005713/en/

contacts

Kaila Taton, 440-863-3212
ktaton@uhm.com

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UK regulator puts Credit Suisse on watch list after scandals https://gosic.org/uk-regulator-puts-credit-suisse-on-watch-list-after-scandals/ Sun, 12 Jun 2022 20:00:12 +0000 https://gosic.org/uk-regulator-puts-credit-suisse-on-watch-list-after-scandals/

Britain’s financial regulator has placed Credit Suisse on its watch list of institutions needing stricter oversight, the latest blow to a bank struggling to draw a line under a series of crises.

The Financial Conduct Authority told Credit Suisse last month it was taking the action because it was concerned the bank had not done enough to improve its culture, governance and risk controls.

In a letter sent in mid-May and seen by the Financial Times, regulators asked the bank’s senior management to provide evidence of steps it would take to prevent misconduct and improve accountability.

Officials also urged the bank to address “persistent” cultural issues, including a lack of internal challenges to risky transactions, and said they had yet to see “sufficient evidence of effective remediation”.

Being added to the watchlist signals that the FCA has serious concerns, according to a person familiar with how the list works. Only about 20 institutions are on the list at any given time out of the approximately 60,000 regulated by the FCA, the person added.

Groups on the list are closely monitored by high-level officials in the regulator, required to show progress and address the root causes of issues of concern.

Among the companies that were on the list are Lendy, the now-defunct UK peer-to-peer lender, and Provident Financial, the subprime lender that has been investigated by the regulator over its loan valuation.

Scandal after scandal at Credit Suisse over the past 24 months has exposed weak risk controls, forced the bank to issue a series of earnings warnings and sent its stock price plummeting.

Among the most high-profile is the implosion of Greensill Capital in March 2021, which forced the bank to close $10 billion in funds linked to the supply chain group. Weeks later, Credit Suisse suffered a $5.5 billion business loss – the largest in its 166-year history – following the collapse of the Archegos family office.

Last October, the bank agreed to pay a £147million FCA fine as part of a settlement package with four regulators in three countries for its role in the long-running ‘tuna bonds’ scandal. Mozambique.

The FCA has put the bank’s international division and UK operations on the watchlist because it regulates them.

In the May letter, the watchdog asked the bank to take a number of steps, including conducting a second-half review of the effectiveness of the board, risk and audit committees. of Credit Suisse International.

The FCA said it made the requests for review after consulting Finma, the Swiss regulator. Finma declined to comment.

The FCA is also concerned about whether the bank has properly reported breaches of conduct for a number of years, the letter said, which also noted a lack of curiosity on the part of the bank about the root causes. of its shortcomings.

In late April, Credit Suisse announced that David Mathers, the bank’s chief financial officer and managing director of Credit Suisse International, a position he has held since 2016, would step down from both roles once a successor has been found.

Several people with direct knowledge of the internal discussions said Mathers had been in talks with the group’s chief executive, Thomas Gottstein, about his departure for at least two years and that it was not related to any regulatory issues.

In a statement to the Financial Times, Credit Suisse said: “We do not comment on our discussions with regulators, and it would not be appropriate for us to do so. As we summarized earlier, we are now well advanced in executing the plan to strengthen our business and our risk culture. »

The FCA declined to comment.

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Wyndham Capital Mortgage to have another round of layoffs https://gosic.org/wyndham-capital-mortgage-to-have-another-round-of-layoffs/ Fri, 10 Jun 2022 21:21:03 +0000 https://gosic.org/wyndham-capital-mortgage-to-have-another-round-of-layoffs/

Direct-to-consumer lender Wyndham Capital Mortgage is carrying out a new round of layoffs, according to a Worker Accommodation and Retraining Notice (WARNING) notice filed with the North Carolina Department of Commerce.

The company announced that it would lay off 48 employees effective August 1. Staff work either at the lender’s headquarters in Charlotte, NC or remotely and report to the location.

“Of those impacted employees, 38 work off-premises or hybrid (office and remote) in North Carolina and South Carolina, and 10 are fully remote employees living in other states outside of the Carolinas,” Angela Fumo, senior vice president of capital human resources, wrote in the WARN notification reviewed by HousingWire.

Founded in 2001 by Jeff Douglas, Wyndham has positioned itself as a fintech-focused mortgage lender with a proprietary software system that allows the company to close loans 20% faster than the national average.

The lender provides loans in 47 states and Washington, D.C., both conventional and ginnie mae-guaranteed loans. The company claims to have 350 employees and to have served 100,000 borrowers.

Last year, taking advantage of falling mortgage rates and a refi boom, Wyndham actively expanded, opening two hubs in Dallas and Phoenix, bringing its office count to five. The company also has launched a retail division in July 2021 and hired former Town executive Karen Mayfield in August to lead the national effort.

However, like other lenders with direct-to-consumer models, the company tends to be refi-heavy and relies on call centers for hospitality, struggling to find its place in a buying market so as rates rise and spreads begin to compress.

In January, Wyndham experienced a series of layoffs when pink slips arrived for 35 loan officers at its offices in Dallas, Charlotte, Salt Lake City, Kansas City and Phoenix.

Like Wyndham, other lenders cut jobs in the second half of 2021 and the first quarter of 2022 in view of rising mortgage rates and reduced refinancing volume. Purchase mortgage rates hit 5.23% this week – and some of those same lenders are making further cuts. As the market contracts, originators Interfirst Mortgage Co. and better.com are implementing their second and third rounds of layoffs, respectively.

These companies are part of a wider list of companies reducing their workforce, including Wells Fargo, Pennymac, Mr. Cooper, loanDeposit, Guaranteed rate, Fairway Independent mortgageand Motion mortgage.

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Geneva Financial Announces New California Mortgage Branch Led by Branch Manager Brenda Hale https://gosic.org/geneva-financial-announces-new-california-mortgage-branch-led-by-branch-manager-brenda-hale/ Thu, 09 Jun 2022 14:00:00 +0000 https://gosic.org/geneva-financial-announces-new-california-mortgage-branch-led-by-branch-manager-brenda-hale/

LAKE ELSINORE, CA., June 9, 2022 /PRNewswire/ — Geneva Financial (Geneva), a live mortgage lender present in 46 states, announced the opening of a new branch in Lake Elsinore, California headed by branch manager Brenda Hale. The opening of this new branch provides opportunities for local borrowers and buyers looking to navigate the current housing market.

“I’ve spent most of my adult life helping others achieve their financial goals.” California Branch Manager Brenda Hale said. “I’m here to help the everyday people who are the pulse of America. There’s nothing more rewarding than knowing I’ve had a positive impact on someone else’s life.”

Based on Lake Elsinore, California, Hale and its new branch proudly serve homebuyers statewide. The new branch will continue Geneva exceptional service and an extensive product line through countless buyer- and owner-focused products, including conventional, FHAVA, USDA, refinance, inversion, jumbo loans, condo financing, and more.

With over 20 years of experience in the financial services, real estate, and mortgage industries, Hale and her team specialize in VAs, DACAs, self-employed, and first-time home buyers. Hale prioritizes staying current with the latest loan programs and market trends to help its clients. But more than anything, Brenda has a passion for helping people. From first-time homebuyers to seasoned investors, Brenda and her branch go above and beyond to help clients achieve their homeownership dreams!

Geneva Financial Home Loans is currently expanding into all markets and is looking for Branch Managers and Loan Originators across United States seek to advance their mortgage careers. For more information on opportunities, visit www.GenevaFi.com/opportunity

About Geneva Financial

Founded in 2007 by Aaron VanTrojenGeneva Financial (NMLS 42056) is a direct mortgage lender headquartered in Chandler, AZ with over 130 branches in 46 states. At Geneva Financial, our mission is to approach every aspect of our business from the “inside out”. With a culture-driven mindset, we focus first on our loan originators and support staff to ensure an unbeatable experience for our clients.

Our Core Values ​​were created as a daily reminder to operate with the inside-out approach in mind. Core Value #1 is the backbone of all of our Core Values, Mission and Brand Vision: Home Loans Powered by Humans®. Learn more about Geneva Financial home loans at www.GenevaFi.com.

SOURCE Financial Geneva

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PYXUS INTERNATIONAL, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K) https://gosic.org/pyxus-international-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-an-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-st/ Tue, 07 Jun 2022 20:24:10 +0000 https://gosic.org/pyxus-international-inc-entering-into-a-material-definitive-agreement-creating-a-direct-financial-obligation-or-an-obligation-under-an-off-balance-sheet-arrangement-of-a-registrant-financial-st/

Section 1.01 Entering into a Material Definitive Agreement.

On June 2, 2022, Intabex Netherlands BV. (“Intabex”), an indirect subsidiary wholly owned by Pyxus International, Inc. (the “Company”), has entered into an amendment and restatement agreement (the “Amendment and restatement agreement”), dated June 2, 2022by and between (i) Intabex, as borrower, (ii) the Company and certain subsidiaries of the Company being parties thereto, as guarantors (collectively with the Company, the “Guarantors”), (iii) the lenders parties thereto, including certain funds managed by Glendon Capital Management LP,
Monarch Alternative Capital LPand Owl Creek Asset Management, LPas lenders (collectively, the “Reprocessing Lenders”), and (iv) Alter Domus (USA) LLC, as administrative agent and guarantee agent (the “Agent”). The Amending and Restating Agreement provides for the amendment and restating of the Term Credit Agreement, dated April 23, 2021by and between (i) Intabex, as borrower, (ii) certain of the Guarantors, (iii) the lenders parties thereto, and (iv) the Agent, as amended by the first amendment thereto here, dated May 21, 2021
(the “Initial Credit Agreement”). Retreating Lenders are the current lenders under the original credit agreement or funds affiliated or under common management with the current lenders.

The Amend and Restate Agreement provides that on the date (the “Amendment and Restate Effective Date”) on which the effective terms specified in the Amend and Restate Agreement reformulation, which date may not be later than July 29, 2022 and what conditions are customary for such an agreement, are satisfied, the original credit agreement will be amended and restated to become the amended and restated credit agreement (the “Amended Credit Agreement”) annexed to this Amendment and Update Agreement.

The amended credit agreement would establish a $100 million term credit facility (the “Term Loan Facility”) provided by the Reprocessing Lenders and any other lender who is or becomes party thereto as a Lender (collectively, the “Term Loans”). The Amending and Restatement Agreement requires Intabex to use the net proceeds of loans to be made under the Amended Credit Agreement (the “Term Loans”) and other funds to repay in full its obligations under the original credit agreement, including the principal outstanding of, and accrued and unpaid interest on borrowings thereunder to the effective date of the amendment and restatement and payment of fees and expenses incurred in connection with the repayment of these loans and the conclusion of the amended credit agreement. The term loans would mature on December 2, 2023. The Amended Credit Agreement would provide that the Term Loans may be prepaid at any time, with a 2.0% fee payable on any principal payment made after the first anniversary of the Effective Date. effect of the amendment and restatement, including a payment made at maturity. . The Amended Credit Agreement would provide that principal amounts prepaid could not be re-borrowed under the Term Loan Facility.

Under the Amended Credit Agreement, interest on the outstanding principal amount of the Term Loans shall accrue at an annual rate of SOFR plus 7.5%, subject to a SOFR floor of 1.0%, for “SOFR Loans” or, for loans that are not SOFR Loans, at an annual rate of an alternative base rate (as specified in the amended credit agreement and subject to a specified floor) plus 6.5 %. Interest shall be paid in arrears in cash on prepayment, acceleration, maturity and the last day of each interest period (which may be one, three or six months) (and, in the case of a SOFR loan with an interest period of more than three months, each day preceding the last day of that interest period which occurs at intervals of three months after the first day of that period interest) for SOFR loans and the last day of each calendar quarter for loans that are not SOFR loans. Pursuant to the amended credit agreement, the term lenders would receive a non-refundable commitment fee equal to 3.0% of the aggregate commitments under the term loan facility and a closing fee equal to 1.0% of the aggregate commitments under the Term Loan Facility, in each case paid either in cash in full on the effective date of the amendment and restatement, or as an initial issue discount.

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Upon entry into force of the Amended Credit Agreement, Intabex’s obligations under the Amended Credit Agreement (and certain related obligations) shall be (a) guaranteed by the Guarantors and each of the domestic and foreign subsidiaries of the company which is or becomes a debtor, or grants security interest in any of its assets to support, with respect to (i) the exit term loan agreement dated August 24, 2020 among Pyxus Holdings, Inc.as borrower, the Company, Pyxus Parent, Inc.the lenders being parties thereto and Alter Domus (USA) LLCas administrative agent, (ii) the 10.00% senior secured bonds due 2024 issued by Pyxus Holdings, Inc. or (iii) the ABL Credit Agreement dated February 8, 2022 among Pyxus Holdings, Inc.as borrower, the other borrowers and guarantors who are parties thereto, the lenders who are parties thereto and
PNC Bank, National Association, as administrative agent and collateral agent, and in each case referred to in clauses (i) to (iii), any authorized refinancing thereof, and (b) are secured by the pledge of all outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda. (“AO Brazil”), which primarily operates the Company’s leaf tobacco business in Braziland (ii) Alliance One International Tobacco BV., which holds a 0.001% interest in AO Brazil, which are, respectively, the same guarantors and the same guarantee guaranteeing Intebex’s obligations under the original credit agreement.

The Amended Credit Agreement contains representations and warranties, positive and negative clauses (subject, in each case, to exceptions and qualifications) and events of default applicable to the company and its subsidiaries, including clauses that would limit the company’s ability to, among other things:

     •    incur additional indebtedness or issue disqualified stock or preferred
          stock;



  •   make certain investments and other restricted payments;



     •    enter into limitations on its ability to pay dividends, make loans or
          otherwise transfer assets to its immediate parent entity or to its
          subsidiaries;



  •   sell certain assets;



  •   create liens;



     •    consolidate, merge, sell or otherwise dispose of all or substantially all
          of its assets;



  •   enter into transactions with affiliates; and



     •    engage directly or indirectly in any business other than the businesses
          currently engaged in by it and its subsidiaries.

The description of the Amending and Restating Agreement, Amended Credit Agreement and Term Loan Facility set forth herein is qualified in its entirety by reference to the text of the Amending and Restating Agreement, which is filed as Schedule 10.1 hereto and is incorporated by reference herein.

Based on an appendix 13D filed with the Security and Exchange Commission (the “SEC”) on September 3, 2020 by Glendon Capital Management, LP, Glendon Opportunities Fund, SEC and Glendon Opportunities Fund II, SEC, Glendon Capital Management, LP declared the beneficial owner of 7,938,792 common shares of the Company, representing approximately 31.8% of the outstanding common shares of the Company. On the basis of a Form 4 filed jointly with the
SECOND on


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July 15, 2021 by Monarch Alternative Capital LP, MDRA SENC and Monarch GP LLC
and an appendix 13D filed by these persons on September 3, 2020, Monarch Alternative Capital LP declared the beneficial owner of 6,140,270 common shares of the Company, representing approximately 24.6% of the outstanding common shares of the Company, as investment advisor to the funds managed by Monarch Alternative Capital LP. On the basis of an appendix 13G/A filed with the SECOND
on February 10, 2022 by Owl Creek Asset Management, LP and Jeffrey A. Altman,
Owl Creek Asset Management, LP is the investment manager of certain funds and has declared beneficial ownership of 2,405,287 common shares of the Company, representing approximately 9.6% of the outstanding common shares of the Company. Under the terms of a shareholders’ agreement dated August 24, 2020
(the “Shareholders’ Agreement”) between Pyx and some of its shareholders, including Glendon Capital Management LPon behalf of its managed funds and accounts, Monarch Alternative Capital LPas investment manager of Monarch Special Opportunities Master Fund Ltd, Monarch Debt Recovery Master Fund Ltd and
Monarch Capital Master Partners IV LPand Owl Creek Asset Management, LPon behalf of its managed funds, Owl Creek I, LP, Owl Creek II, LP, Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd.and Owl Creek Credit Opportunities Master Fund, LP, holly kim and patrick fallon have been appointed to serve as trustees of Pyx and each continues to be a director of Pyx. A description of the shareholders’ agreement is included in the company’s Form 8-K12G3 filed with the SECOND on August 24, 2020the description of which is incorporated herein by reference. Ms Kim is a partner at Glendon Capital Management LP and Mr. Fallon is managing director at Monarch Alternative Capital LP. . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information presented in item 1.01 of this current report on Form 8-K is incorporated by reference.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits

  Exhibit
    No.                                     Description

Exhibit 10.1      Amendment and Restatement Agreement dated as of June 2, 2022
                among Intabex Netherlands B.V., Pyxus International, Inc., Pyxus
                Parent, Inc., Pyxus Holdings, Inc., Alliance One International,
                LLC, Alliance One International Holdings, Ltd, Alliance One
                International Tabak B.V., the other guarantors party thereto, the
                Lenders party thereto, and Alter Domus (US) LLC, as administrative
                agent and collateral agent

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document)



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