--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-124299" form_type: "8-K" ticker: null cik: "0001821850" company_name: "Sunlight Financial Holdings Inc." filed_at: "2023-12-07T23:59:59+00:00" generated_at: "2026-06-07T16:21:47.981954+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Sunlight Financial emerges from Chapter 11 with $15M investment, new ownership by consortium and Cross River Bank ## Summary - Confirmed Joint Prepackaged Chapter 11 Plan effective Dec 6, 2023; old equity cancelled, holders receive no recovery. - Plan Sponsor (ED Umbrella Holdings, consortium of Greenbacker, Sunstone, IGS) invested $15M for 87.5% new equity; Cross River Bank gets 12.5%. - $90M term loan at 10% fixed interest from CRB; up to $20M convertible notes at 15% interest available. - All prior directors and officers discharged; new board set at up to seven directors with seats for Plan Sponsor, CRB, and CEO. - Management incentive plan authorized to issue new Common Stock, diluting existing new equity. ## SEC filing metadata - accession: 0001104659-23-124299 - form_type: 8-K - cik: 0001821850 - company_name: Sunlight Financial Holdings Inc. - filed_at: 2023-12-07T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.03, 2.03, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/tm2332394d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-124299 - JSON: https://secwatch.observer/filing/0001104659-23-124299.json - Plain text: https://secwatch.observer/filing/0001104659-23-124299.txt ## Key facts - Debt Financings Sunlight Financial Holdings Inc. amended credit facility of $300,000,000 with Cross River Bank. - Instrument: credit facility - Principal: $300,000,000 - Counterparty: Cross River Bank - Event: amendment source text: Under the Third Loan Program Agreement, among other things, the maximum aggregate principal balance of the total loans held by CRB as of the last day of any calendar month has been revised to $300,000,000, revisions have been made to daily fees and monthly fees, an exit fee has been added for the sale of loans not retained by CRB, and the agreement provides that charge-off guidelines may be modified from time to time. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Debt Financings Sunlight Financial Holdings Inc. amended credit facility of $300,000,000 with Cross River Bank. - Instrument: credit facility - Principal: $300,000,000 - Counterparty: Cross River Bank - Event: amendment source text: Under the Second HI Loan Program Agreement, among other things, the aggregate principal balance of the total loans held by CRB as of the last day of any calendar month has been revised to $300,000,000, revisions have been made to daily fees and monthly fees, an exit fee has been added for the sale of loans not retained by CRB, and the agreement provides that charge-off guidelines may be modified from time to time. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Debt Financings Sunlight Financial Holdings Inc. amended term loan of $90,000,000 with Cross River Bank at ten percent (10.0%). - Instrument: term loan - Principal: $90,000,000 - Counterparty: Cross River Bank - Rate: ten percent (10.0%) - Event: amendment source text: Under the terms of the LS Agreement, in accordance with the terms of the Plan, the Original Credit Agreement is amended and restated to provide for Term Loans (as defined in the LS Agreement) in the aggregate principal amount of $90,000,000 such that CRB shall be deemed to have made a Term Loan to Sunlight on the Effective Date in an aggregate principal amount of $90,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Debt Financings Sunlight Financial Holdings Inc. incurred convertible notes of $20,000,000 with Cross River Bank at 15.0% per annum maturing five year anniversary of the effective date of the Note Purchase Agreement. - Instrument: convertible notes - Principal: $20,000,000 - Counterparty: Cross River Bank - Rate: 15.0% per annum - Maturity: five year anniversary of the effective date of the Note Purchase Agreement - Event: incurrence source text: The Plan also provides for the issuance of convertible notes in an aggregate principal amount not exceeding $20,000,000 pursuant to a Note Purchase Agreement (the “ Note Purchase Agreement ”) entered into by the Company, Sunlight and SL Holdings with CRB pursuant to which CRB will provide exit financing to the reorganized Company in the form of a convertible delayed-draw promissory note. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Distress & Bankruptcy Sunlight Financial Holdings Inc. entered chapter 11 in United States Bankruptcy Court for the District of Delaware (petition 2023-12-06). - Proceeding: chapter 11 - Court: United States Bankruptcy Court for the District of Delaware - Petition: 2023-12-06 source text: On December 6, 2023, the Debtors consummated their reorganization under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 through the transaction with ED Umbrella Holdings, LLC (the “ Plan Sponsor ”) contemplated by the Plan and the Plan became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Governance Changes Sunlight Financial Holdings Inc.: Amended and restated bylaws. - Change: bylaw amendment source text: On the Effective Date, the bylaws of the Company were amended to be in the form of the Second Amended and Restated Bylaws attached as Exhibit 3.2 evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Governance Changes Sunlight Financial Holdings Inc.: Amended and restated certificate of incorporation. - Change: charter amendment source text: On the Effective Date, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Date, was amended to be in the form of the Third Amended and Restated Certificate of Incorporation attached as Exhibit 3.1 evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - M&A Transactions Sunlight Financial Holdings Inc. underwent a change of control involving Plan Sponsor and CRB. - Action: change of control - Counterparty: Plan Sponsor and CRB source text: As described in Item 3.02, on the Effective Date, pursuant to the Plan, the reorganized Company issued new equity interests to Plan Sponsor and CRB, which are the Company’s sole stockholders after the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Material Agreements Sunlight Financial Holdings Inc. entered into Note Purchase Agreement with Cross River Bank valued at Convertible delayed-draw promissory notes up to $20,000,000 (effective 2023-12-06). - Action: entry - Agreement: notes offering - Counterparty: Cross River Bank - Value: Convertible delayed-draw promissory notes up to $20,000,000 - Effective: 2023-12-06 source text: The Plan also provides for the issuance of convertible notes in an aggregate principal amount not exceeding $20,000,000 pursuant to a Note Purchase Agreement (the “ Note Purchase Agreement ”) entered into by the Company, Sunlight and SL Holdings with CRB pursuant to which CRB will provide exit financing to the reorganized Company in the form of a convertible delayed-draw promissory note. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Material Agreements Sunlight Financial Holdings Inc. entered into Third Amended and Restated Loan Program Agreement with Cross River Bank valued at Maximum aggregate principal balance of total loans held by CRB revised to $300,000,000 (effective 2023-12-06). - Action: entry - Agreement: credit facility - Counterparty: Cross River Bank - Value: Maximum aggregate principal balance of total loans held by CRB revised to $300,000,000 - Effective: 2023-12-06 source text: On the Effective Date, the following documents were also executed: · The Third Amended and Restated Loan Program Agreement (the “ Third Loan Program Agreement ”), by and among CRB, Sunlight, and SL Holdings, as guarantor, amending and restating the Second Amended and Restated Loan Program Agreement by and among CRB, Sunlight, and SL Holdings, as guarantor, dated as of April 25, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm - Material Agreements Sunlight Financial Holdings Inc. entered into Amended and Restated Loan and Security Agreement with Cross River Bank valued at $90,000,000 Term Loan (effective 2023-12-06). - Action: entry - Agreement: credit facility - Counterparty: Cross River Bank - Value: $90,000,000 Term Loan - Effective: 2023-12-06 source text: In connection with the Joint Prepackaged Chapter 11 Plan of Reorganization (together with all schedules, documents and exhibits contained therein, as amended, supplemented, modified or waived from time to time, the “ Plan ”) of Sunlight Financial Holdings Inc. (the “ Company ”) and each of its affiliated debtors – Sunlight Financial LLC (“ Sunlight ”), SL Financial Holdings Inc. (“ SL Holdings ”), SL Financial Investor I LLC and SL Financial Investor II LLC (such subsidiaries, together with the Company, the “ Debtors ”), on December 6, 2023 (the “ Effective Date ”), SL Holdings as guarantor and Sunlight, entered into an Amended and Restated Loan and Security Agreement (the “ LS Agreement ”) with Cross River Bank, a New Jersey state-chartered bank (“ CRB ”), which amends and restates that certain Loan and Security Agreement, dated as of April 25, 2023, by and among SL Holdings, Sunlight, and CRB evidence_url: https://www.sec.gov/Archives/edgar/data/1821850/000110465923124299/0001104659-23-124299-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.