- Current report filing (8-K)
January 12 2009 - 2:31PM
Edgar (US Regulatory)
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
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Date
of Report (Date of Earliest Event Reported)
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January
9, 2009
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MRU
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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001-33073
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33-0954381
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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590
Madison Avenue, 13
th
Floor
New
York, New York
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
398-1780
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (
see
General Instruction A.2.):
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o
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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.
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As
previously disclosed, on November 20, 2008, MRU Holdings, Inc. (the “Company”)
entered into a Third Amendment agreement (the “Third Amendment”) with respect to
its 12% senior secured notes (the “Senior Secured Notes”). The Third Amendment
was made by and among the Company; Embark Corp. (“Embark”), Embark Online, Inc.
(“Embark Online”), Goto College Holdings Inc. (“Goto College”), iempower, inc.
(“iempower”), MRU Originations, Inc. (“MRU Originations”), and MRU Universal
Guaranty Agency, Inc. (“MRU Universal”; Embark, Embark Online, Goto College,
iempower, MRU Originations and MRU Universal, collectively, the “Subsidiaries”),
each of which is a subsidiary of the Company; Longview Marquis Master Fund,
L.P., a British Virgin Islands limited partnership (including as successor to
The Longview Fund, L.P., a California limited partnership, under the Purchase
Agreement (as defined below), “Buyer”); and Viking Asset Management, LLC
(“Viking”), a California limited liability company, in its capacity as
collateral agent for the benefit of Buyer (in such capacity, the “Collateral
Agent”).
Among
other things, the Third Amendment amended certain provisions of the Purchase
Agreement including the covenant with respect to the amount of the Company’s
indebtedness as it relates to payables. The covenant was amended to require
payables not to exceed $12,000,000 on or prior to January 8, 2009 and $5,000,000
after January 8, 2009. In addition, the Third Amendment provided that the
January 8, 2009 date on which the payables limit decreased to $5,000,000 was
instead be extended to January 31, 2009 if on or prior to January 8, 2009 (and
thereafter) certain conditions are satisfied. These conditions were that on or
before January 8, 2009 (i) the Company shall have entered into definitive
documentation to sell assets or raise debt or equity funds in an amount no less
than the greater of $50,000,000 and the amount reasonably necessary for the
Company to operate its then existing business on a positive net income basis and
to satisfy the Company’s debt and financial obligations including its
obligations under the Senior Secured Notes, (ii) the Company shall have placed
$11,200,000 in a segregated bank account for the benefit of holders of the
Senior Secured Notes as security for the Senior Secured Notes until they are
repaid in full, and (iii) the Company and the Subsidiaries shall have since
November 20, 2008 been in compliance with the transaction documents entered into
in connection with the Senior Secured Notes and during such time there shall
have been no default under the Senior Secured Notes. Moreover, pursuant to the
Third Amendment, the Company and its Subsidiaries agreed to maintain
unrestricted and unencumbered cash on hand in an aggregate amount of not less
than $4,350,000, and Embark agreed to maintain unrestricted and unencumbered
cash on hand of not less than $1,500,000.
In
connection with the Third Amendment, the subsidiaries granted certain security
interests for the benefit of the holders of the Senior Secured Notes in support
of certain guaranties of the Senior Secured Notes provided by the subsidiaries
at the time the Senior Secured Notes were first issued. The security interests
were granted pursuant to a Pledge Agreement and a Security Agreement (as well as
a Trademark Security Agreement and a Copyright Security Agreement), as
previously disclosed.
On
January 9, 2009, the Company entered into the Fourth Amendment to the Purchase
Agreement. Among other things, the Fourth Amendment amends
certain provisions of the Purchase Agreement including the covenant with respect
to the amount of the Company’s indebtedness as it relates to
payables. The covenant was amended to extend the date by which the
Company’s receivables must decrease to $5,000,000 until January 21,
2009. In addition, the Fourth Amendment amends the Security
Agreement by adding new clauses that require each of the Subsidiaries: (i) to
appoint an Independent Director and (ii) to not institute or consent to the
institution of any bankruptcy or insolvency proceeding or make any assignments
for the benefit or creditor or admit in writing its inability to pay its debts
generally as they become due, unless, in each case, the Independent Director
affirmatively votes in favor of such action. Under the terms of the
Fourth Amendment, the Independent Director for each Subsidiary:
(A) must be an individual who is reasonably satisfactory
to the Collateral Agent, (B) must be reasonably knowledgeable and experienced in
the Subsidiary’s business, and (C) must not have had during the past five years
certain kinds of disqualifying relationships with any of the parties to the
Purchase Agreement or certain of their related parties.
Pursuant
to the Fourth Amendment the certificates of incorporation of each of the
Subsidiaries are being amended to make provision for the Independent
Director. These amendments to the certificates of each of the
Subsidiaries will also incorporate the prohibition on initiating or consenting
to the initiation of insolvency proceedings as described above,
without the consent of the Independent Director.
The
Fourth Amendment also requires each Subsidiary to provide director’s and
officer’s insurance coverage to its Independent Director.
The
forgoing description of the Fourth Amendment is a brief summary only
and is qualified in its entirety by its terms as described in the complete
agreement, a copy of which is filed as an exhibit to this Current Report on Form
8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Fourth
Amendment, dated as of January 8, 2009, by and among the Company, the
Subsidiaries, the Buyer and Viking
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MRU
HOLDINGS, INC.
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January
12, 2009
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By:
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/s/
Jonathan Coblentz
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Name:
Jonathan Coblentz
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Title: Chief
Financial Officer and Treasurer
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