TCG BDC, INC. - FORM 8-K - December 30, 2019

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EX-10..1 - EX-10.1 - TCG BDC, INC.a20191230cgbd8-kex101.htm

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 30, 2019
TCG BDC, INC.
(Exact name of registrant as specified in charter)
Maryland
814-00995
80-0789789
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
520 Madison Avenue, 40th Floor, New York, New York
10022
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 813-4900
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):

☐
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))
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 – Entry into a Material Definitive Agreement
On December 30, 2019, TCG BDC, Inc. (the “Company” or “us”) entered into a note purchase agreement (the “Note Purchase Agreement”) governing the issuance of $115,000,000 in aggregate principal amount of senior unsecured notes (the “Notes”) to institutional investors in a private placement. The Notes are described in more detail below.
The Company intends to use the proceeds from the Notes to pay down debt, to repurchase Company shares of stock, for capital expenditures and acquisitions, for working capital, to pay fees and expenses in connection with the Note Purchase Agreement or general corporate purposes.
Note Purchase Agreement
The Notes were issued on December 30, 2019. The Notes have a fixed interest rate of 4.75% and are due on December 31, 2024. Interest on the Notes will be due quarterly. This interest rate is subject to increase (up to 5.75%) in the event that, subject to certain exceptions, the Notes cease to have an investment grade rating. The Company is obligated to offer to repay the notes at par if certain change in control events occur. The Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement for the Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940 and a regulated investment company under the Internal Revenue Code, minimum asset coverage ratio and interest coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, material breach of representation or warranty under the Note Purchase Agreement, cross-acceleration under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The Notes were offered in a private placement. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.
The description above is only a summary of the material provisions of the Note Purchase Agreement and is qualified in its entirety by reference to the copy of the Note Purchase Agreement which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.
Item 2.03 – Creation of a Direct Financial Obligation
The disclosure set forth above under Item 1.01 is incorporated by reference.
Item 9.01 – Financial Statements and Exhibits.

Exhibit 10.1 shall be deemed furnished herewith.

(i)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.
TCG BDC, INC.
(Registrant)
Dated: December 30, 2019
By:
/s/ Erik Barrios
Name: Erik Barrios
Title: Secretary


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