Attached files
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| EX-99.1 - MINISTRY PARTNERS INVESTMENT COMPANY, LLC | ex99-1.htm |
| EX-10.22 - MINISTRY PARTNERS INVESTMENT COMPANY, LLC | ex10-22.htm |
| EX-10.21 - MINISTRY PARTNERS INVESTMENT COMPANY, LLC | ex10-21.htm |
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): November 4, 2011
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
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(Exact name of registrant as specified in its charter)
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California
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333-04028LA
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33-0489154
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(State of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification No.)
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955 West Imperial Highway, Brea, CA
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92821
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (714) 671-5720
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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 Entry Into a Material Definitive Agreement
On November 4, 2011, Ministry Partners Investment Company, LLC (the “Company”) and the National Credit Union Administration Board As Liquidating Agent of Members United Corporate Federal Credit Union (“Lender”) entered into a $87.3 million credit facility refinancing transaction (the “MU Credit Facility”). The MU Credit Facility replaces the original $100 million CUSO Line of Credit Facility Note and Security Agreement entered into by and between the Company and Members United Corporate Federal Credit Union on May 7, 2008 (the “CUSO Credit Facility”). Unless the principal amount of the indebtedness due is accelerated under the terms of the MU
Credit Facility loan documents, the principal balance and any interest due on the MU Credit Facility will mature on October 31, 2018. Accrued interest is due and payable monthly in arrears on the MU Credit Facility commencing on December 1, 2011 and on the first day of each succeeding month thereafter at the lesser of the maximum interest rate permitted by applicable law under the loan documents or 2.525%. The term loan may be repaid or retired without penalty, but any amounts repaid or prepaid under the MU Credit Facility may not be re-borrowed.
The MU Credit Facility includes a number of borrower covenants, including affirmative covenants to maintain the collateral free of liens, to timely pay the amounts due on the facility, to provide the Lender with interim or annual financial statements and annual and periodic reports filed with the U.S. Securities and Exchange Commission and maintain a minimum collateralization ratio of at least 128%. If at any time the Company fails to maintain its required minimum collateralization ratio, it will be required to deliver cash or qualifying mortgage loans in an amount sufficient to enable it to meet its obligation to maintain a minimum collateralization ratio. As of November 4, 2011, the
collateral securing the MU Credit Facility had an aggregate principal balance of $118.4 million, which amount satisfies the minimum collateralization ratio for this facility.
The MU Credit Facility also includes covenants which prevent the Company from renewing or extending a loan pledged as collateral under this facility unless certain conditions have been met and requiring the borrower to deliver current financial statements to the Company. Under the terms of the MU Credit Facility, the Company has established a lockbox maintained for the benefit of Lender that will receive all payments made by collateral obligors. The Company’s obligation to repay the outstanding balance on this facility may be accelerated upon the occurrence of an “Event of Default” as defined in the MU Credit Facility. Such Events of Default include, among
others, failure to make timely payments due under the MU Credit Facility or the Company's breach of any of its covenants.
On November 4, 2011, the Company and the National Credit Union Administration Board As Liquidating Agent of Western Corporate Federal Credit Union (previously herein defined as “Lender”) entered into a $23.5 million credit facility refinancing transaction (the “WesCorp Credit Facility Extension”). The WesCorp Credit Facility Extension amends, restates and replaces the original Loan and Security Agreement entered into by and between the Company and Western Corporate Federal Credit Union on November 30, 2009. Unless the principal amount due on the WesCorp Credit Facility Extension is acclerated under the terms of the loan documents evidencing such credit facility, the
principal balance and any interest due on the facility will be payable in full on October 31, 2018.
Accrued interest on the WesCorp Credit Facility Extension is due monthly in arrears commencing on December 1, 2011 and on the first day of each succeeding month thereafter at the lesser of the maximum rate permitted by applicable law under the loan documents or 2.525%. The term loan may be repaid or retired without penalty, but any amounts repaid or prepaid under the MU Credit Facility may not be re-borrowed. The WesCorp Credit Facility Extension includes a number of borrower covenants, including affirmative covenants to maintain the collateral free of liens, to timely pay the amounts due on the facility, to provide the Lender with interim or annual financial statements and annual and
periodic reports filed with the U.S. Securities and Exchange Commission and maintain a minimum collateralization ratio of at least 150%. If at any time the Company fails to maintain its required minimum collateralization ratio, it will be required to deliver cash or qualifying mortgage loans in an amount sufficient to enable it to meet its obligation to maintain a minimum collateralization ratio. As of November 4, 2011, the collateral securing the WesCorp Credit Facility Extension had an aggregate principal balance of $35.2 million, which amount satisfies the minimum collateralization ratio for this facility.
Both the MU Credit Facility and WesCorp Credit Facility Extension are secured by certain of the Company’s mortgage loans previously held as collateral under the CUSO Line of Credit Facility Note and Security Agreement and the Loan and Security Agreement that the Company entered into with Members United Corporate Federal Credit Union and Western Corporate Federal Credit Union, respectively.
The foregoing description of these credit facilities is subject to, and qualified in its entirety by reference to, the full text of the respective Loan and Security Agreement pertaining to the MU Credit Facility, and the Loan and Security Agreement pertaining to the WesCorp Credit Facility Extension, each of which are filed as an exhibit hereto, and incorporated herein by reference.
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Item 2.03 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. Entry into a Material Definitive Agreement" of this Report is hereby incorporated by reference in this Item 2.03.
Exhibit Index
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Exhibit 10.21
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Loan and Security Agreement by and between The National Credit Union Administration Board As Liquidating Agent of Members United Corporate Federal Credit Union and Ministry Partners Investment Company, LLC dated November 4, 2011.
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Exhibit 10.22
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Loan and Security Agreement by and between The National Credit Union Administration Board As Liquidating Agent of Western Corporate Federal Credit Union and Ministry Partners Investment Company, LLC dated November 4, 2011.
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Exhibit 99.1
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Press release dated November 10, 2011
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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, thereunto duly authorized.
MINISTRY PARTNERS INVESTMENT
COMPANY, LLC
/s/ Billy M. Dodson
Billy M. Dodson
President
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