UNITED STATES
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): December 17, 2019
THL Credit, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00789 | 27-0344947 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
100 Federal Street, 31st Floor,
Boston, MA 02110
(Address of principal executive offices)
Registrant’s telephone number, including area code (800) 450-4424
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:
| ☐ | 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)) |
Securities registered pursuant to 12(b) of the Act:
| Title of Each Class |
Trading Symbols |
Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.001 per share | TCRD | NASDAQ Global Select Market | ||
| 6.75% Senior Notes due 2022 | TCRZ | The New York Stock Exchange | ||
| 6.125% Senior Notes due 2023 | TCRW | The New York Stock Exchange |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On December 17, 2019, the Board of Directors of THL Credit, Inc. (the “Company”) authorized a new share repurchase program for up to $10 million of its outstanding common stock, effective December 17, 2019. The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions, including block purchases or by way of an accelerated share repurchase program, from time-to-time through December 16, 2020, and in accordance with applicable laws, rules and regulations. The Company entered into a Rule 10b5-1 plan on December 17, 2019, which permits shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods. The Company intends to effect repurchases only through a Rule 10b5-1 plan at least until after a stockholder meeting has been held to vote on a new investment advisory agreement between the Company and THL Credit Advisors LLC (the “Adviser”) in connection with the publicly announced agreement pursuant to which the Adviser will be acquired by a newly formed subsidiary of First Eagle Investment Management, LLC, as previously disclosed in the Company’s Form 8-K dated December 9, 2019. The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock. The actual number and value of the shares to be purchased will depend on the performance of the Company’s stock price and other market conditions.
In November 2019, the Company completed its prior $15 million share repurchase program which was initiated in March 2019 and had a termination date of March 5, 2020.
The information disclosed under this Item 8.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| THL CREDIT, INC. | ||||||
| Date: December 18, 2019 | By: | /s/ TERRENCE W. OLSON | ||||
| Name: Title: |
Terrence W. Olson Chief Financial Officer, Chief Operating Officer & Treasurer | |||||