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: June 5, 2013
(Date of earliest event reported)
Garrison Capital Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 814-00878 | 90-0900145 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
|
|
|
1350 Avenue of the Americas New York, New York |
10019 |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 372-9590
(Registrant’s telephone number, including area code)
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 (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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 5, 2013, Garrison Funding 2012-1 LLC (“GF 2012-1”), a wholly-owned indirect subsidiary of Garrison Capital Inc., entered into an agreement for a commitment increase (the “Agreement”) with Versailles Assets LLC, which increased the size of GF 2012-1’s credit facility (the “Credit Facility”) with the lenders party thereto, Natixis, New York Branch, as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent and custodian, from $150 million to $175 million, consisting of $125 million of term loans and $50 million of revolving loans.
As previously disclosed, the Credit Facility is secured by all of the assets held by GF 2012-1. Borrowings under the Credit Facility remain subject to, among other things, the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to a copy of the Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K.
A press release announcing the Agreement is furnished as Exhibit 99.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Agreement for Commitment Increase, dated as of June 5, 2013, by and between Garrison Funding 2012-1 LLC, as borrower, and Versailles Assets LLC, as increasing lender, as acknowledged and agreed to by Natixis, New York Branch, as administrative agent. | |
| 99.1 | Press Release of Garrison Capital Inc. dated June 6, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Garrison Capital Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GARRISON CAPITAL INC. | ||
| Date: June 6, 2013 | By: | /s/ Brian Chase |
| Name: | Brian Chase | |
| Title: | Chief Financial Officer | |
EXECUTION COPY
AGREEMENT FOR COMMITMENT INCREASE
June 5, 2013
Reference is made to the Credit Agreement dated as of May 21, 2012 (as amended, modified or supplemented from time to time, the "Credit Agreement") among Garrison Funding 2012-1 LLC (the "Borrower"), the Lenders party thereto, Natixis, New York Branch, as Administrative Agent and Arranger (the "Administrative Agent"), and Deutsche Bank Trust Company Americas, as Collateral Agent and Custodian. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Section 1. Increased Commitment. Upon execution and delivery of this Agreement for Commitment Increase (this "Agreement") by the Borrower and Versailles Assets LLC (the "Increasing Lender") (and acknowledgement and agreement by the Administrative Agent) and subject to the satisfaction of the conditions precedent set forth in Section 3 of this Agreement (and in Section 3.3 of the Credit Agreement), pursuant to Section 2.11 of the Credit Agreement, the Increasing Lender hereby agrees that its Class A-R Commitment shall be increased by $25,000,000 (the "Increased Commitment"), resulting in a total Class A-R Commitment in the amount of $50,000,000 for the Increasing Lender, effective as of the Effective Date (as defined below).
Section 2. Applicable Margin; Commitment Fee. The Applicable Margin in respect of the Loans made pursuant to the Increased Commitment and the Commitment Fee in respect of the Increased Commitment shall each be as set forth in the Credit Agreement with respect to the Class A-R Loans and the Class A-R Commitments, respectively. The interest due on the Loans made pursuant to the Increased Commitments will accrue from the date on which such Loans are funded, and the Commitment Fees due on the Increased Commitments will accrue from the Effective Date (as defined below).
Section 3. Effective Date. The Increased Commitment shall become effective as of the date (but immediately after the time) that the following conditions have been satisfied (the "Effective Date"):
(a) counterparts of this Agreement executed by the Borrower and the Increasing Lender (and acknowledged and agreed to by the Administrative Agent) shall have been received by the Administrative Agent;
(b) the delivery by the Borrower for deposit in, or crediting to, the Collection Account or Custodial Account, as applicable, of Borrower's Additional Equity in the form of Cash and/or Collateral Loans (to be valued at the Principal Collateralization Amount for each such Collateral Loan) in an aggregate amount equal to at least $22,620,000, in accordance with Section 2.11(d) of the Credit Agreement;
(c) the Rating Condition for the Loans existing prior to the Effective Date is satisfied after giving effect to the Increased Commitment;
(d) the Administrative Agent shall have received a letter from Moody's addressed to the Borrower confirming that the Class A-R Loans represented by the Increased Commitment have been assigned a rating of at least "Aa1 (sf)"; and
(e) each of the conditions precedent set forth in Section 3.3 of the Credit Agreement shall have been satisfied.
Section 4. Representations and Warranties. The Borrower represents and warrants to the Lenders that (a) immediately before and after giving effect to this Agreement, the representations and warranties set forth in Article IV of the Credit Agreement, and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date), and as if each reference in said Article IV to "this Agreement" included reference to this Agreement, (b) immediately before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (c) the net proceeds of any Loans made pursuant to the Increased Commitment will be used (i) to purchase or originate additional Collateral Loans, (ii) to pay fees and expenses of the Agents in connection with this Agreement and/or (iii) as Principal Proceeds for purposes permitted under the Credit Agreement.
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect and the parties hereto hereby confirm all of their respective obligations under the Loan Documents after giving effect to this Agreement. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission or electronic mail of a PDF shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be construed in accordance with and governed by the law of the State of New York. References in the Credit Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement after giving effect to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first written above.
| GARRISON FUNDING 2012-1 LLC, | ||
| as Borrower | ||
| By: | /s/ Brian Chase | |
| Name: Brian Chase | ||
| Title: Chief Operating Officer | ||
| VERSAILLES ASSETS LLC, | ||
| as Increasing Lender | ||
| By: | /s/ Bernard J. Angelo | |
| Name: Bernard J. Angelo | ||
| Title: Vice President | ||
| By: | /s/ John L. Fridlington | |
| Name: John L. Fridlington | ||
| Title: Vice President | ||
| Acknowledged and agreed: | ||
| NATIXIS, NEW YORK BRANCH, | ||
| as Administrative Agent | ||
| By: | /s/ Lorraine Medvecky | |
| Name: Lorraine Medvecky | ||
| Title: Managing Director | ||
| By: | /s/ David Duncan | |
| Name: David Duncan | ||
| Title: Managing Director | ||
Garrison Capital Inc. Announces Increased Commitment of Credit Facility
NEW YORK, NEW YORK – June 6, 2013 – Garrison Capital Inc., a business development company (the “Company”) (NASDAQ: GARS), today announced that its wholly-owned subsidiary, Garrison Funding 2012-1 LLC, entered into an agreement on June 5, 2013 to increase the size of its credit facility with the lenders party thereto, Natixis, New York Branch, as administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent and custodian, from $150 million to $175 million, consisting of $125 million of term loans and $50 million of revolving loans. All other terms of the credit agreement remain unchanged.
ABOUT GARRISON CAPITAL INC.
Garrison Capital Inc. is a business development company that primarily invests in loans to U.S. based middle-market companies. The Company’s investment activities are managed by its investment adviser, Garrison Capital Advisers LLC, an affiliate of Garrison Investment Group LP (“Garrison Investment Group”). For more information, go to http://www.garrisoncapitalbdc.com.
ABOUT GARRISON INVESTMENT GROUP
Garrison Investment Group is an alternative investment and asset management firm founded in March 2007 by Steven Stuart and Joseph Tansey. Garrison Investment Group invests opportunistically in the debt of middle-market companies, primarily in the areas of corporate finance, real estate finance and structured finance. For more information, go to http://www.garrisoninv.com.
FORWARD-LOOKING STATEMENTS
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Contact:
Garrison Capital Inc.
www.garrisoncapitalbdc.com
(212) 372-9590