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): March 12,
2020
AEROCENTURY
CORP.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
94-3263974
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
000-1036848
(Commission File Number)
1440
Chapin Avenue, Suite 310
Burlingame,
CA 94010
(Address of principal executive offices including Zip
Code)
650-340-1888
(Registrant's telephone number, including area code)
Not
applicable
(Former name and 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 (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each
class
|
Name of each
exchange on which registered
|
|
Common Stock, par
value $0.001 per share
|
NYSE American
Exchange
|
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter). Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
On March 10, 2020, Aerocentury Corp. (the “Company”)
received a Notice of Default and Declaration of Early Termination
Date of Swap Contracts dated March 10, 2020 (the “First ISDA
Notice”) provided by MUFG Union Bank, N.A. (“MUFG
Union”) to the Company in connection with the ISDA 2002
Master Agreement dated as of March 12, 2019 (as
amended, the “ISDA Agreement”), by and between
the Company, as borrower, and MUFG Bank, Ltd. ("MUFG Bank"), and
all outstanding transactions thereunder. The First ISDA Notice
notified the Company of the election of MUFG Bank to designate an
“early termination date” of the ISDA Agreement of March
11, 2020 as a result of an event of default under the ISDA
Agreement and close out the transactions outstanding
thereunder.
On March 12, 2020, the Company received a Notice of Early
Termination Amount Due dated as of March 12, 2020 provided by MUFG
Union to the Company (the “Second ISDA Notice” and,
together with the First ISDA Notice, the “ISDA
Notices”) notifying the Company of an “early
termination amount” due by the Company in the amount of
$3,075,267.66.
The ISDA Notices constitute an event of default under the
Third Amended and Restated Loan and Security Agreement dated as of
February 19, 2019, as amended (the “Credit Agreement”),
by and among the Company, as borrower, the lenders party thereto
from time to time, and MUFG Union, as administrative agent. At this
time, the Company has not been notified of the termination of the
Credit Agreement, nor has the Company been notified of any amounts
payable as a result of such event of default.
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, thereto duly authorized.
Date:
March 20, 2020
AEROCENTURY
CORP.
By:
/s/ Harold M.
Lyons
Harold
M. Lyons
Sr. V.
P. Finance