UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) October 2, 2014 (September 30, 2014)

OHA INVESTMENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (212) 326-1500

NGP Capital Resources Company

909 Fannin, Suite 3800

Houston, TX 77010

 (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. below):

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.

New Investment Advisory Agreement and Administration Agreement

On September 30, 2014, we completed the private sale of $1 million in aggregate purchase price of our common stock at an offering price of $8.53 per share to OHA BDC Investor, LLC, an affiliate of Oak Hill Advisors, L.P. (“OHA”), pursuant to a stock purchase and transaction agreement dated July 21, 2014, by and among us, OHA and OHA BDC Investor, LLC. The price per share paid by OHA BDC Investor, LLC represents the net asset value per share established by our board of directors as of a date within 48 hours prior to the purchase, but this amount does not reflect the impact of certain transaction and closing expenses estimated at approximately $5 million in the aggregate. OHA BDC Investor, LLC has also executed a stock purchase plan pursuant to which it has committed to purchase, from time to time during the 12-month period immediately following September 30, 2014, through open market purchases, additional shares of our common stock having an aggregate purchase price of $4 million. If after such 12-month period OHA BDC Investor, LLC has not purchased shares of our common stock under the stock purchase plan for an aggregate purchase price of $4 million, it has agreed to purchase from us, and we have agreed to issue and sell, the remaining balance at a price per share equal to the net asset value per share of our common stock.

In connection with the above-described private sale, we entered into the following agreements:

On September 30, 2014, we issued a press release announcing the completion of the private sale and the other matters described herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing description of the investment advisory agreement and the administration agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the investment advisory agreement and the administration agreement, attached hereto as Exhibits 10.1 and 10.2, respectively.

Amendment to Revolving Credit Agreement

On September 29, 2014, we entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement, (the “First Amendment”) with the lenders party thereto and SunTrust Bank, as administrative agent for the lenders.

Pursuant to the First Amendment, we added a provision to permit the proposed appointment of OHA as our new investment adviser.

Item 1.02 Termination of a Material Definitive Agreement

On September 30, 2014, our investment advisory and management agreement with NGP Investment Advisor, LP and administration agreement with NGP Administration, LLC, which previously served as our external investment advisor and administrator, respectively, were terminated.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the First Amendment set forth under Item 1.01 above is incorporated herein by reference.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Officers and Directors

On September 30, 2014, Stephen K. Gardner resigned as our President and Chief Executive Officer. In addition, on September 30, 2014, Kenneth A. Hersh and David R. Albin, each of whom are affiliates of our former external investment adviser and administrator, and Edward W. Blessing, William K. White and Lon C. Kile, resigned as members of our board of directors. The above-described resignations were made in connection with the appointment of OHA as our new investment advisor and administrator, and were not due to any disagreement between us and the above-referenced executive officers and directors.

Appointment of Officers and Directors

Immediately prior to the above-described resignations, our board of directors appointed Glenn R. August and Robert B. Okun, both of whom are affiliates of OHA, and Stuart I. Oran, James A. Stern and Frank V. Tannura each as members of the board of directors. In addition, our board of directors appointed Robert W. Long as our President and Chief Executive Officer. L. Scott Biar will remain as our Chief Financial Officer, Secretary, Treasurer and Chief Compliance Officer on an interim basis. Information regarding Messrs. August, Okun, Oran, Stern, Tannura and Long is as follows:

Glenn R. August, Chairman, age 52, is the Founder of OHA and serves as its Chief Executive Officer. He has overall management responsibility for the firm and serves as global head of the firm’s distressed investment activities. Mr. August co-founded the predecessor investment firm to OHA in 1987 and took over responsibility for the firm’s credit and distressed investment activities in 1990. He co-founded each of OHA’s funds, where he currently serves as the managing partner of each of their management entities. Mr. August has played leadership roles in numerous restructurings and, since 1987, has served on nine corporate boards. He currently serves on the Board of Directors of the 92^nd St. Y. Mr. August also serves on the Board of Trustees of Horace Mann School and The Mount Sinai Medical Center. He previously worked in the mergers and acquisitions department at Morgan Stanley in New York and London. Mr. August earned an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.S. from Cornell University.

  Robert B. Okun, Director, age 52, serves as the Chief Investment Officer of U.S. Credit and a Senior Partner of OHA. He shares responsibility for OHA’s portfolio management activities and is responsible for trading activities. Prior to joining OHA in 2001, Mr. Okun was Executive Vice President and Member of the Executive Committee at USBancorp Libra, in charge of High Yield Sales, Trading and Research. Previously, he was a Managing Director at UBS Securities, LLC where he was responsible for all High Yield Sales and Trading activities. Mr. Okun began his career at Salomon Brothers Inc., where he worked for ten years. He earned an A.B. from Stanford University. Mr. Okun currently serves on the Board of Directors and Executive Committee of Lighthouse Guild International as well as the Chair of the Finance Committee.

Stuart I. Oran, Director, age 64, has served as a Partner of Liberty Hall Capital, a private equity firm focused on businesses serving the aerospace and defense industry, since 2011. Mr. Oran also co-founded FCB Financial Holdings, Inc. (NYSE: FCB), a bank holding company formed to acquire failed banks in FDIC-assisted transactions, in 2010, and he serves on the Boards of Directors of FCB Financial and its banking subsidiary, Florida Community Bank, NA. Mr. Oran also serves on the Boards of Directors of Spirit Airlines (NASDAQ: SAVE) (since 2004) and Red Robin Gourmet Burgers (NASDAQ: RRGB) (since 2010), and he has previously served on the Boards of Deerfield Capital, a financial services firm, and Wendy’s International.   Prior to co-founding FCB Financial, Mr. Oran was a senior executive of United Airlines (from 1994 to 2002) where he served on the Management Committee and led its International Division.  Mr. Oran began his career in 1974 with Paul, Weiss, Rifkind, Wharton & Garrison where he was a Corporate Partner focused on financial services and private equity transactions. Mr. Oran earned a B.S. from Cornell University and a J.D. from the University of Chicago Law School.

  James A. Stern, Director, age 63, is the Founder and Chairman of The Cypress Group, a New York based private equity firm that manages funds in excess of $3.5 billion, a role he has held since 1994. He currently serves on the board of directors of a number of corporations including Affinia Group Intermediate Holdings, Inc. (since 2004) and as Chief Executive Officer and Chairman of CYS Investments (NYSE: CYS) (since 2006), and he has served on the boards of directors of Infinity Broadcasting, WESCO International, Inc., Lear Corporation, and Cinemark USA, Inc. Prior to founding The Cypress Group in 1994, Mr. Stern had a twenty-year career with Lehman Brothers. He joined the firm in 1974 and was named Managing Director. In 1988, he joined the firm’s management committee and became co-head of investment banking. He was named head of merchant banking in 1989. Mr. Stern is Chairman Emeritus of The Board of Trustees of Tufts University and has been a board member of several charitable organizations including The Jewish Museum, the Cystic Fibrosis Foundation and the Cancer Research Foundation. Mr. Stern earned a BSCE from Tufts University and an MBA from Harvard University.

  Frank V. Tannura, Director, age 57, currently serves as an Operating Advisor to LaSalle Capital Group and as Executive Operating Partner with Mason Wells, where he serves on the boards of several portfolio companies of each firm. Prior to joining LaSalle in 2009, he served as the Chief Executive Officer of Packaging Dynamics Corporation, a food packaging manufacturer and as a member of its board of directors. Mr. Tannura joined Packaging Dynamics from Ivex Packaging Corporation where he served as a Director, as an Executive Vice President and as the firm’s Chief Financial Officer. His civic activities include service as a director of the Western Golf Association, Loyola University of Chicago Quinlan School of Business, and St. Laurence High School. He began his career with Price Waterhouse in the Audit practice. Mr. Tannura earned his B.B.A. from Loyola University Chicago and an M.B.A. from the University of Texas at Austin.

  Robert W. Long, President and Chief Executive Officer, age 52, was a founder and Chief Executive Officer of Conversus Asset Management, the investment manager of Conversus Capital, from its formation in 2007 through its sale in 2012. With approximately $3 billion of assets under management, Conversus Capital (NYSE/Euronext: CCAP) was a permanent capital vehicle and the largest publicly traded portfolio of third party private equity funds. Mr. Long’s experience includes 14 years at Bank of America where he was the head of Banc of America Strategic Capital, a group managing approximately $6.5 billion in private equity funds and direct investments and the co-head of the Real Estate Mezzanine Group. Mr. Long earned his J.D. from the University of Virginia and a B.A from the University of North Carolina.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2014, we amended our articles of incorporation to change our name from “NGP Capital Resources Company” to “OHA Investment Corporation.”

A copy of the articles of amendment relating to our name change is attached hereto as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2014, we adjourned our Annual Meeting of Stockholders (the “Annual Meeting”) until September 30, 2014, in order to solicit additional votes with respect to the proposal to approve the proposed investment advisory agreement, pursuant to which OHA would be appointed as our new investment advisor. As of August 20, 2014, the record date for the Annual Meeting, 20,499,188 shares of common stock were eligible to be voted. Of the shares eligible to be voted, 18,795,305 were voted in person or by proxy in connection with the proposals.

Each of the proposals submitted to a vote of our stockholders at the Annual Meeting was approved as follows:

Proposal 1: Investment Advisory Agreement

Our stockholders approved the proposed investment advisory agreement, pursuant to which OHA will be appointed as the new investment advisor of the Company. The following votes were taken in connection with this proposal:

Proposal 2: Election of Director

Our stockholders elected Edward W. Blessing as a director to serve for a three-year term, or until his successor is duly elected and qualified. The following votes were taken in connection with this proposal:

As discussed in Item 5.02 above, Mr. Blessing subsequently resigned as a member of our board of directors in connection with the appointment of OHA as our new investment advisor and administrator.

Proposal 3: Ratification of Ernst & Young LLP

The proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved. The following votes were taken in connection with this proposal:

Proposal 4: Adjournment

The proposal to approve any motion properly brought before the Annual Meeting of Stockholders to adjourn the meeting, if necessary, to solicit additional votes in favor of the Proposal 1. The following votes were taken in connection with this proposal:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.