- Current report filing (8-K)
12 November 2008 - 12:23PM
Edgar (US Regulatory)
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)
November
10, 2008
MRU
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
001-33073
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33-0954381
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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|
|
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590
Madison Avenue, 13
th
Floor
New
York, New York
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10022
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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(212)
398-1780
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (
see
General
Instruction A.2.):
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))
Item
1.01
Entry
into a Material Definitive Agreement.
As
previously disclosed, on October 17, 2008, MRU Holdings, Inc. (the “Company”)
entered into a Second Amendment agreement (the “Senior Secured Notes Amendment”)
with respect to its 12% senior secured notes (the “Senior Secured Notes”). The
Senior Secured Notes Amendment was made by and among the Company; Embark
Corp.,
Embark Online, Inc., Goto College Holdings Inc., iempower, inc., MRU
Originations, Inc., and MRU Universal Guaranty Agency, Inc., each of which
is a
subsidiary of the Company; Longview Marquis Master Fund, L.P., a British
Virgin
Islands limited partnership (including as successor to The Longview Fund,
L.P.,
a California limited partnership, under the Purchase Agreement (as defined
below), “Buyer”); and Viking Asset Management, LLC, a California limited
liability company, in its capacity as collateral agent for the benefit of
Buyer.
Among other things, the Senior Secured Notes Amendment amended and temporarily
waived certain provisions of the Securities Purchase Agreement, dated October
19, 2007, between the Company and the Buyer, as amended by that certain Waiver
and First Amendment dated as of September 12, 2008 (the “Purchase Agreement”).
The Senior Secured Notes Amendment waived until November 3, 2008 the covenant
with respect to the amount of the Company’s indebtedness as it relates to
payables. The covenant had been amended to require payables not to exceed
$11
million on or prior to November 3, 2008 and $5 million after November 3,
2008.
In addition, as previously disclosed, on November 3, 2008, the Company and
the
Buyer agreed to extend the November 3 deadlines set forth in the Senior Secured
Notes Amendment until November 10, 2008, subject to all the other terms and
conditions set forth in the Senior Secured Notes Amendment.
On
November 10, 2008, the Company and the Buyer agreed to extend the November
10
deadlines until November 12, 2008, subject to all the other terms and conditions
set forth in the Senior Secured Notes Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MRU
HOLDINGS, INC.
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November
11, 2008
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By:
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/s/
Yariv
Katz
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Name:
Yariv
Katz
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Title:
Vice
President and General Counsel
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