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): December 31, 2009
GREAT AMERICAN GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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333-159644 |
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27-0223495 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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21860 Burbank Boulevard, Suite 300 South Woodland Hills, California
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91367 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (818) 884-3737
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2009, Great American Group Advisory & Valuation Services, LLC (GAAV), a
subsidiary of Great American Group, Inc. (the Company), entered into the First Amendment to
Non-Notification Factoring and Security Agreement (the Amended Factor Agreement) dated as of
December 1, 2009 with Seimens First Capital Commercial Finance, LLC (the Factor), relating to the
Non-Notification Factoring and Security Agreement, dated as of May 22, 2007 (the Original Factor
Agreement), by and among GAAV, as borrower, and First Capital Western Region, LLC (the Original
Factor). The terms of the Amended Factor Agreement are substantially similar to the terms of the
Original Factor Agreement, however, the interest rate has been changed from 8% to LIBOR plus 4.5%
and the Amended Factor Agreement reflects the Factor as a party to the agreement as a result of the
Original Factors sale, assignment, and transfer of rights in the Original Factor Agreement to the
Factor. The Amended Factor Agreement is effective as of December 1, 2009.
The preceding summary of the material provisions of the Amended Factor Agreement is qualified
in its entirety by reference to the complete text of the Amended Factor Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Also, on December 31, 2009, Great American Group Energy Equipment, LLC (GAG Energy), a
subsidiary of the Company, entered into an Amendment to Credit Agreement (the Amended Credit Agreement) dated as of December
18, 2009 with Garrison Special Opportunities Fund LP (the Lender) and Garrison Loan Agency
Services LLC (the Administrative Agent), relating to the Credit Agreement, dated as of May 29,
2008 , by and among GAG Energy, as borrower, Great American Group,
LLC (GAG, LLC), a subsidiary of the Company, as guarantor, the Lenders and the
Administrative Agent and the Forbearance Agreement, dated as of October 8, 2009 (the Forbearance
Agreement), by and among GAG Energy, GAG, LLC, the Lender, Gage Investment Group LLC and the
Administrative Agent. The Forbearance Agreement expired on November 17, 2009 and the principal
amount of borrowings and interest due under the Forbearance Agreement, which totaled approximately
$11.4 million as of such date, became due and payable.
Pursuant to the terms of the Amended Credit Agreement, the Lender has agreed to forbear from
exercising any of the remedies available to them under the Forbearance Agreement and the related
Security Agreement and extend the maturity date of the Forbearance Agreement until November 18,
2010, unless a forbearance default occurs, as specified in the Amended Credit Agreement. Also
pursuant to the terms of the Amended Credit Agreement, the interest rate has been reduced from 20%
to 0% and the Lender has agreed to reimburse GAG Energy for certain expenses from proceeds of the
sale assets that collateralize the Amended Credit Agreement.
The preceding summary of the material provisions of the Amended Credit Agreement is qualified
in its entirety by reference to the complete text of the Forbearance Agreement, a copy of which is
filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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Exhibit |
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No. |
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Description |
10.1
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First Amendment to Non-Notification Factoring and Security
Agreement, dated as of December 1, 2009, by and among Great
American Group Advisory & Valuation Services, LLC and Seimens
First Capital Commercial Finance, LLC * |
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10.2
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Amendment to Credit Agreement, dated as of December 18, 2009,
by and among Great American Group Energy Equipment, LLC, Garrison Special Opportunities Fund LP
and Garrison Loan Agency Services LLC * |