8-K
filed June 8, 2023, 7:59 PM ET
ticker BENF
CIK 0001775734
M&A
confidence high
sentiment neutral
materiality 0.75
Beneficient completes business combination with Avalon; shares to trade under BENF on Nasdaq
Beneficient
- Avalon Merger closed June 7; each Avalon share converted into 1 share of BENF Class A common + 1 share of Series A preferred.
- Post-combination: ~188.7M Class A, ~19.1M Class B (10 votes/share), ~2.8M Series A preferred, ~23.8M warrants outstanding.
- Class B common convertible 1:1 into Class A at holder's election; holders elect at least 5 directors.
- Legacy holders subject to lock-up (6 months or $18 price target for 20/30 days); certain B-1/B-2 units have 1-year lock-up.
- Credit agreement amendments allowed Transactions; Beneficient becomes 'Parent' under the credit agreements.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James G. Silk was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter T. Cangany, Jr. was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Emily B. Hill was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Derek L. Fletcher was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis P. Lockhart was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard W. Fisher was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas O. Hicks was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brad K. Heppner was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brad K. Heppner was appointed as Chairman of the Board at Beneficient.
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce W. Schnitzer was appointed as Director at Beneficient.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Beneficient: Adopted new articles of incorporation, certificate of designation for Series A preferred stock, and bylaws in connection with the Conversion.
- Change
- fiscal year change
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Conversion, the Company adopted articles of incorporation (“Articles of Incorporation”), a certificate of designation for the Beneficient Series A preferred stock (“Certificate of Designation”) and bylaws (“Bylaws”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- HCLP Nominees L.L.C.
- Effective
- 2023-06-05
Exact text from the filing
On June 5, 2023, Beneficient Company Holdings, L.P., a Delaware limited partnership and wholly-owned subsidiary of the Company (“BCH”), entered into (a) that certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement (the “First Lien Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of August 13, 2020, among BCH, HCLP Nominees L.L.C., a Delaware limited liability company (“HCLP”) and the other parties thereto
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- HCLP Nominees L.L.C.
- Effective
- 2023-06-05
Exact text from the filing
and (b) that certain Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (the “Second Lien Amendment,” and together with the First Lien Amendment, the “Amendments”), which amended the Second Amended and Restated Second Lien Credit Agreement dated as of August 13, 2020 among BCH, HCLP and the other parties thereto
View on SEC.gov
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