UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 8, 2013
Diamond Hill Investment Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
000-24498 65-0190407
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(Commission File Number) (I.R.S. Employer Identification No.)
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (614) 255-3333
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 8, 2013, Diamond Hill Investment Group, Inc. (the "Company") and
its wholly-owned subsidiary, Diamond Hill Capital Management, Inc. ("DHCM"),
entered into a loan agreement (the "Loan Agreement") with The Huntington
National Bank ("Huntington"). The Loan Agreement provides an uncommitted
credit facility for the Company and DHCM in a maximum principal amount of
$5,000,000. Huntington may, from time to time, lend advances in an amount of
at least $100,000 upon the written request of the Company and DHCM. Advances
are subject to certain conditions precedent, including the provision of
financial statements or other information as Huntington may reasonably
request. In addition, Huntington may, in its sole discretion, elect not to
honor any borrowing request. Advances will be made pursuant to a Line
of Credit Demand Note (the "Note"). The Note is payable on demand and the
rate of interest on any borrowing, unless otherwise specified in the Loan
Agreement or the Note, is LIBOR plus 1.50%. The maturity date of the Loan
Agreement is November 7, 2014.
As of the date of filing of this Form 8-K, no borrowings were outstanding
under the Loan Agreement and the Note, and no borrowings are presently
contemplated.
This summary description of the Loan Agreement and the Note does not purport
to be complete and is qualified in its entirety by reference to the full
text of the Loan Agreement and the Note, copies of which are attached hereto
to as Exhibits 10.1 and 10.2.
Section 2 - Financial Information
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 concerning the Loan Agreement and the
Note is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
Exhibit No. Description
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10.1 Loan Agreement by and between Diamond Hill Capital
Management, Inc., Diamond Hill Investment Group, Inc. and
The Huntington National Bank, dated November 8, 2013.
10.2 Line of Credit Demand Note with Diamond Hill Capital
Management, Inc., and Diamond Hill Investment Group, Inc.
(as Borrowers) and The Huntington National Bank
(as Lender), dated November 8, 2013.
SIGNATURE
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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.
DIAMOND HILL INVESTMENT GROUP, INC.
Date: November 14, 2013 By: /s/ James F. Laird
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James F. Laird, Chief Financial
Officer and Secretary