Item 1.01 Entry Into a Material Definitive Agreement.
On February 26, 2014, Liquid Holdings Groups, Inc. (the "Company") executed a
Revolving Promissory Note with each of its two largest shareholders, Brian
Ferdinand (who is also a director and officer of the Company) and Douglas J. Von
Allmen (each, a "Note" and, collectively, the "Notes"). Under each Note, the
Company is able to borrow, and the lender has committed to lend, up to a
principal amount of $3,750,000 on a revolving basis ($7,500,000 in the aggregate
under the Notes), with interest payable quarterly on any amounts borrowed at a
rate of 4% per annum. Any amounts borrowed under the Notes are repayable at
maturity on April 30, 2015 and are optionally repayable at any time without the
payment of any premium or penalty. The Company will pay a commitment fee on any
undrawn amounts at a rate per annum equal to 0.50%, payable quarterly. The Notes
contain certain customary covenants, including covenants relating to the
Company's ability to incur indebtedness and make restricted payments, and
provide for certain customary events of default. The Company may terminate the
commitment under the Notes at any time.
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2014, the Company issued a press release regarding its financial
results for the quarter and year ended December 31, 2013. A copy of the press
release is being furnished as Exhibit 99.1 and is hereby incorporated herein by
reference. The Company is making reference to non-GAAP financial information in
the press release. A reconciliation of these non-GAAP financial measures to the
nearest comparable GAAP financial measures is contained in the attached press
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registration.
On February 26, 2014
, the Company executed the Notes with its two largest
shareholders as described under Item 1.01 of this Current Report on Form 8-K,
which description is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
As previously announced, the Company's Board of Directors (the "Board") has set
May 21, 2014
as the date for the Company's 2014 annual meeting of stockholders
(the "Annual Meeting"). The Board has now set April 1, 2014
as the record date
for the Annual Meeting. The Annual Meeting will commence at 10:00 a.m. Eastern
on May 21, 2014
and will be held at the offices of the Company's outside
counsel, Gibson, Dunn & Crutcher LLP
, located at 200 Park Avenue
, New York, NY
No stockholder proposals or nominations for election to the Board were received
by the Secretary of the Company prior to the deadlines previously established.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Revolving Promissory Note, dated February 26, 2014, between Liquid
Holdings Group, Inc. and Brian Ferdinand
10.2 Revolving Promissory Note, dated February 26, 2014, between Liquid
Holdings Group, Inc. and Douglas J. Von Allmen
99.1 Press release dated February 27, 2014 issued by Liquid Holdings