EBITDA of the Company and its restricted subsidiaries (as defined in the Credit Agreement) for the four consecutive fiscal quarters ended on such date.
WisdomTree Internationals obligations under the Term Loan and Revolver are unconditionally guaranteed by the Company and certain of its
subsidiaries and secured by a lien on substantially all of the present and future property and assets of the Company, WisdomTree International and such subsidiaries, in each case, subject to customary exceptions and exclusions. The Companys
obligations under the Revolver are unconditionally guaranteed by certain of the Companys wholly-owned domestic subsidiaries and secured by substantially all of the present and future property and assets of the Company and such subsidiaries, in
each case, subject to customary exceptions and exclusions.
The Credit Agreement contains customary affirmative covenants for transactions
of this type and other affirmative covenants agreed to by the parties, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and
environmental matters. The Credit Agreement contains customary negative covenants, including among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchasing equity
interests of the Company, entering into affiliate transactions and asset sales. The Credit Agreement also provides for a number of customary events of default, including, among others, payment, bankruptcy, covenant, representation and warranty,
change of control and judgment defaults.
The Company was in compliance with its covenants under the Credit Agreement during the period
April 11, 2018 through December 31, 2018.
13. Preferred Shares
On April 10, 2018, the Company filed a Certificate of Designations of Series A
Non-Voting
Convertible Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Preferred Shares. The Preferred Shares are intended to
provide ETFS Capital with economic rights equivalent to the Companys common stock on an
as-converted
basis. The Preferred Shares have no voting rights, are not transferable and have the same priority
with regard to dividends, distributions and payments as the common stock.
As described in the Certificate of Designations, the Company
will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common stock upon conversion of the Preferred Shares, if, as a result of such conversion, ETFS Capital (together with certain attribution
parties) would beneficially own more than 9.99% of the Companys outstanding common stock immediately after giving effect to such conversion.
In connection with the completion of the ETFS Acquisition, the Company issued 14,750 Preferred Shares, which are convertible into an aggregate
of 14,750,000 shares of common stock. The fair value of this consideration was $132,750, based on the closing price of the Companys common stock on April 10, 2018 of $9.00 per share, the trading day prior to the closing of the
acquisition.
The following is a summary of the Preferred Share balance:
|
|
|
|
|
|
|
December 31,
2018
|
|
Issuance of Preferred Shares
|
|
$
|
132,750
|
|
Less: Issuance costs
|
|
|
(181
|
)
|
|
|
|
|
|
Preferred Sharescarrying value
|
|
$
|
132,569
|
|
|
|
|
|
|
Temporary equity classification is required for redeemable instruments for which redemption triggers are
outside of the issuers control. ETFS Capital has the right to redeem all the Preferred Shares specified to be
F-30