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EX-10 - EX-10 - Runway Growth Credit Fund Inc.rgc-20210601xex10.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): June 3, 2021 (June 1, 2021)


Runway Growth Credit Fund Inc.

(Exact name of registrant as specified in its charter)


Maryland

    

000-55544

    

47-5049745

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

205 N. Michigan Ave., Suite 4200, Chicago, Illinois

   

60601

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (312) 281-6270

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 Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which
registered

None

 

N/A

 

N/A

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 þ

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 June 1, 2021, Runway Growth Credit Fund Inc. (the “Company”) entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement dated as of May 31, 2019, as subsequently amended (the “Credit Agreement), among the Company, as borrower; the financial institutions party thereto as lenders (the “Lenders”); KeyBank National Association, as administrative agent for the Lenders (“Administrative Agent”) and a Lender; CIBC Bank USA, as documentation agent and a Lender; MUFG Union Bank, N.A., as co-documentation agent and a Lender; and U.S. Bank National Association, as paying agent (the “Credit Facility”). The Credit Facility Amendment is effective as of June 1, 2021.

The Credit Facility Amendment amended the Credit Agreement to: (i) allow the Company to incur Permitted Indebtedness without the prior written consent of the Administrative Agent, subject to the limitations described in the Credit Facility Amendment; (ii) increase the accordion amount under the Credit Facility from a $300 million maximum aggregate commitment amount to a $350 million maximum aggregate commitment amount; and (iii) amend certain other terms of the Credit Agreement.

Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Credit Agreement. The description above is only a summary of the material provisions of the Credit Facility Amendment and is qualified in its entirety by reference to a copy of the Credit Facility Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.

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 in Item 1.01 is incorporated by reference into this Item 2.03.

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.

 

Runway Growth Credit Fund Inc.

 

 

 

 

 

Date: June 3, 2021

By:

/s/ Thomas B. Raterman

 

Thomas B. Raterman

Chief Financial Officer, Treasurer and Secretary