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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): March 31, 2021 (March 31, 2021)
Investcorp Credit Management BDC, Inc.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction |
814-01054 (Commission File Number) |
46-2883380 (I.R.S. Employer Identification No.) |
280 Park Avenue
39th Floor
New York, NY 10017
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (212) 257-5199
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K 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 Section 12(b) of the Act:
Title of Each Class | Trading symbol(s) |
Name of Each Exchange on Which Registered | ||
Common Stock, par value $0.001 per share |
ICMB | The NASDAQ Global Select Market | ||
6.125% Notes due 2023 | CMFNL | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 March 31, 2021, in connection with a previously announced public offering, Investcorp Credit Management BDC, Inc. (the Company) and U.S. Bank National Association, as trustee (the Trustee), entered into a Second Supplemental Indenture (the Second Supplemental Indenture) to the Base Indenture, dated July 2, 2018, between the Company and the Trustee (together with the Second Supplemental Indenture, the Indenture). The Second Supplemental Indenture relates to the Companys issuance, offer and sale of $65.0 million in aggregate principal amount of its 4.875% Notes due 2026 (the Notes).
The Notes will mature on April 1, 2026, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 4.875% per year and will be paid semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2021. The Notes are the Companys direct unsecured obligations and rank pari passu with the Companys existing and future unsecured, unsubordinated indebtedness, including the Companys 6.125% Notes due 2023 (the 2023 Notes), which the Company intends to redeem in full using the proceeds from this offering; senior to any series of preferred stock that the Company may issue in the future; senior to any of the Companys future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to all of the Companys existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Companys existing or future subsidiaries, including, without limitation, borrowings under the Companys term secured financing facility (as amended from time to time, the Term Financing) with UBS AG, London Branch (UBS) and the Companys senior secured revolving financing facility (as amended from time to time, the Revolving Financing and together with the Term Financing, the Financing Facilities) with UBS. Borrowings under the Financing Facilities are secured by the assets held at CM Finance SPV Ltd., the Companys wholly-owned subsidiary.
The Notes may be redeemed in whole or in part at any time or from time to time at the Companys option, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate (as defined in the Second Supplemental Indenture) plus 50 basis points; provided, however, that if the Company redeems any Notes on or after January 1, 2026 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.
In addition, if a Change of Control Repurchase Event (as defined in the Second Supplemental Indenture) occurs prior to maturity of the Notes, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the Investment Company Act), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, or any successor provisions but giving effect to any no-action relief granted by the Securities and Exchange Commission (the SEC) to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar no-action or other relief), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Companys registration statement on Form N-2 (Registration No. 333-223999) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated March 24, 2021, a final prospectus supplement dated March 24, 2021 and the pricing term sheet dated March 24, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on March 31, 2021.
The Company intends to use the net proceeds from the offering to redeem all of the outstanding 2023 Notes and to fund investments in middle-market companies in accordance with the Companys investment objective and strategies and for working capital and general corporate purposes.
The foregoing descriptions of the Second Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Supplemental Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference as exhibits hereto and incorporated by reference herein.
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 of this Form 8-K is incorporated herein by reference.
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.
Date: March 31, 2021 | INVESTCORP CREDIT MANAGEMENT BDC, INC. | |||||
By: | /s/ Rocco DelGuercio | |||||
Name: | Rocco DelGuercio | |||||
Title: | Chief Financial Officer |