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): June 8, 2011
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
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TEXAS
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1-13610
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75-6446078 |
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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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17950 Preston Road,
Suite 600, Dallas, TX
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75252 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (972) 349-3200
NONE
(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 June 8, 2011, PMC Commercial Trust (the Company) and its wholly owned subsidiary, First
Western SBLC, Inc. (First Western) entered into a First Amendment to Amended and Restated Credit
Agreement (the Amendment), which amends their Amended and Restated Credit Agreement dated as of
December 28, 2010 (the Credit Agreement), among the Company, First Western, JPMorgan Chase Bank,
National Association, as a lender and as administrative agent for the lenders (in such capacity,
the Administrative Agent) and the lenders named therein. A copy of the Credit Agreement was
filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the U.S. Securities
Exchange Commission on January 3, 2011 and is incorporated herein by reference.
The Amendment decreased the interest rate on our borrowings. Borrowings under the amended
Credit Agreement will continue to bear interest at a floating rate plus an applicable margin
depending on the type of borrowing. The applicable margin for LIBOR loans made under the Credit
Agreement decreased to 2.00% from 3.00% and the applicable margin for CB Floating Rate (typically
the prime rate) loans made under the Credit Agreement decreased to -0.50% from 0.00%.
The Amendment provides that the borrowings under the Credit Agreement will be unsecured. The
Credit Agreement previously provided that all amounts borrowed under the Credit Agreement were
secured by a security interest in, among other things, the Companys loans receivable and the
capital stock of First Western. The Amendment also extends the revolving credit facility maturity
date from December 31, 2011 to June 30, 2014.
The borrowing amount available under the amended Credit Agreement is initially $30,000,000,
which is subject to increase as follows: (a) on January 1, 2012, the $30,000,000 would
automatically increase by $5,000,000 to $35,000,000 and (b) on January 1, 2013, the $30,000,000 or
$35,000,000 (as applicable at the time) would automatically increase by $5,000,000 to $35,000,000
or $40,000,000, as applicable, provided there is no event of default or potential default on these
dates and the non-performing loan ratio, as defined, is not more than 20% on these dates. The
Amendment increases the initial borrowing availability of First Western from $7,500,000 to
$10,000,000 (included within the total borrowing amount available of $30,000,000), which is subject
to $5,000,000 increases on the same terms as stated above.
Pursuant to the Amendment, the Company ratified and confirmed its prior guarantee of the
obligations of First Western under the Credit Agreement. The Credit Agreement contains customary
terms and provisions (including representations and warranties, covenants, conditions and events of
default) for transactions of this type. Certain covenants, among other things, limit the Companys
and its subsidiaries ability to incur indebtedness, grant liens, make investments and sell assets.
The Amendment modifies certain of these covenants and deletes certain financial covenants
including, the maximum leverage ratio, maximum non-performing loan ratio, maximum charge-off ratio
and minimum asset coverage ratio.
The foregoing summary is qualified in its entirety by reference to the full text of the
documents attached hereto as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K, which exhibits are
incorporated herein by reference.
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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. |
The information set forth under Item 1.01 above related to the Credit Agreement is
incorporated in this Item 2.03 by reference.