SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report JULY 18, 1997
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HEALTHCARE FINANCIAL PARTNERS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21425 52-1844418
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
2 WISCONSIN CIRCLE, SUITE 320, CHEVY CHASE, MARYLAND 20815
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (301) 961-1640
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
On June 27, 1997, HealthCare Financial Partners, Inc., a Delaware
corporation (the "Registrant"), HCFP Funding II, L.P., a Delaware corporation
(the "Subsidiary") and Wisconsin Circle II Funding Corporation, a Delaware
corporation ("Wisconsin II"), a wholly owned subsidiary of the Subsidiary,
entered into a series of agreements with Credit Suisse First Boston Mortgage
Capital, LLC ("CSFB") and First Trust of New York, National Association (the
"Trustee") to securitize certain loans under the Registrant's Secured Term Loan
("STL") Program. The Registrant's STL Program offers loans to small to middle
market health care companies secured by certain assets, including accounts
receivable, inventory, real estate and stock. Under these agreements, STL
Program loans originated by the Subsidiary which meet certain criteria set forth
therein may be transferred to Wisconsin II, a single purpose bankruptcy remote
corporation, and subsequently sold to a trust. The purchase price for the loans
would be provided in part by CSFB through the purchase of certificates of
participation issued by the trust. The principal amount of the certificates of
participation purchased by CSFB may not exceed 88% of the principal amount of
STL Program loans held by the trust, subject to a $50 million maximum. Interest
will accrue on the certificates of participation at a rate equal to LIBOR plus
3.75%.
Under these agreements, Wisconsin has the right to re-purchase any assets
sold to the trust (the "Call") at a price equal to the fair market value of such
assets. As a result of the Call, this series of transactions will be treated as
a financing rather than a sale of assets on the consolidated financial
statements of the Registrant. The obligations of the Subsidiary under these
agreements to service the assets held by the trust have been guaranteed by the
Registrant until the Subsidiary obtains a tangible net worth of at least $20
million for a period of one year. A copy of the Purchase and Sale Agreement,
Certificate Purchase Agreement, Pooling and Servicing Agreement, Appendix of
Definitions and Guarantee evidencing the transactions described above are
attached hereto as exhibits, are incorporated by reference herein, and the
foregoing description is qualified in its entirety by reference to such
exhibits.
On June 30, 1997, the Subsidiary acquired all of the limited partnership
interests of HealthPartners Investors, LLC, a Delaware limited liability
company, in HealthCare Financial Partners - Funding II, L.P., a Delaware limited
partnership (the "Partnership") for $15.5 million. The Subsidiary was previously
the managing general partner of the Partnership, which was formed pursuant to a
partnership agreement, as amended and restated, dated as of March 5, 1997. As of
the acquisition, the Partnership had $14,790,809.77 in assets, consisting
principally of STL Program loans, and Partnership equity of $14,075,719.76. A
copy of the Assignment and Assumption Agreement evidencing such acquisition is
attached hereto as an exhibit, is incorporated by reference herein, and the
foregoing description is qualified in its entirety by reference to such exhibit.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
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10.15 Purchase and Sale Agreement dated as of June 27, 1997 between
HCFP Funding II, Inc., as Seller, and Wisconsin Circle II
Funding Corporation, as Buyer
10.16 Pooling and Servicing Agreement dated as of June 27, 1997 among
Wisconsin Circle II Funding Corporation, as Transferor, HCFP
Funding II, Inc. as Servicer and First Bank National
Association, as Trustee
10.17 Certificate Purchase Agreement dated as of June 27, 1997 among
Wisconsin Circle II Funding Corporation, as Transferor, and the
Purchasers described therein
10.18 Appendix - Definitions
10.19 Guarantee by HealthCare Financial Partners, Inc.
99.2 Assignment and Assumption Agreement by and among HealthPartners
Investors II, LLC, HCFP Funding, Inc., and HealthCare Financial
Partners, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHCARE FINANCIAL PARTNERS, INC.
Date: July 17, 1997 By: /s/ Edward P. Nordberg, Jr.
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Edward P. Nordberg, Jr.
Executive Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.15 Purchase and Sale Agreement dated as of June 27, 1997 between
HCFP Funding II, Inc., as Seller, and Wisconsin Circle II Funding
Corporation, as Buyer
10.16 Pooling and Servicing Agreement dated as of June 27, 1997 among
Wisconsin Circle II Funding Corporation, as Transferor, HCFP Funding
II, Inc. as Servicer and First Bank National Association, as Trustee
10.17 Certificate Purchase Agreement dated as of June 27, 1997 among
Wisconsin Circle II Funding Corporation, as Transferor, and The
Purchasers described therein
10.18 Appendix - Definitions
10.19 Guarantee by HealthCare Financial Partners, Inc.
99.2 Assignment and Assumption Agreement by and among HealthPartners
Investors II, LLC, HCFP Funding, Inc., and HealthCare Financial
Partners, Inc.
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