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): August 7, 2018
AB PRIVATE CREDIT INVESTORS CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 000-55640 | 81-2491356 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1345 Avenue of the Americas
New York, NY 10105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 969-1000
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)) |
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 3.03 – Material Modification to Rights of Security Holders.
On August 6, 2018, the Board of Directors (the “Board”) of AB Private Credit Investors Corporation (the “Company”) approved an amendment and restatement of the Company’s dividend reinvestment plan (the “DRIP,” and, as amended and restated, the “Amended DRIP”). The Amended DRIP will be effective as of, and will first apply to the reinvestment of cash distributions paid on or after, August 6, 2018. Under the DRIP, cash distributions paid to participating stockholders are reinvested in additional shares of common stock of the Company (the “Shares”) at a price equal to the net asset value per share of the Shares as of the last day of the Company’s fiscal quarter immediately preceding the date such distribution was declared (the “Reference NAV”); provided in the event that a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the net asset value per share of the Shares as of such day.
Under the Amended DRIP, prior to the initial public offering of the Shares, cash distributions paid to participating stockholders are reinvested in Shares at a price equal to the net asset value per share of the Shares as of such date, as determined by the Board of Directors or committee thereof.
The information set forth above with respect to the DRIP does not purport to be complete in scope and is qualified in its entirety by the full text of the DRIP, which is filed as Exhibit 4.1 hereto and is incorporated into this Current Report on Form 8-K by reference thereto.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Amended and Restated Dividend Reinvestment Plan, effective as of August 6, 2018 | |
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: August 7, 2018 | AB PRIVATE CREDIT INVESTORS CORPORATION | |||||
| By: | /s/ Wesley Raper | |||||
| Wesley Raper | ||||||
| Chief Financial Officer and Treasurer | ||||||
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
OF
AB PRIVATE CREDIT INVESTORS CORPORATION
Effective as of August 6, 2018
AB Private Credit Investors Corporation, a Maryland corporation (the “Company”), hereby adopts the following plan (the “Plan”) with respect to cash dividend distributions declared by its Board of Directors on shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
1. Unless a stockholder specifically elects to have any portion of its cash dividend distributions reinvested by the Company in the Company’s Common Stock pursuant to paragraph 3 below, all cash dividend distributions hereafter declared by the Company’s Board of Directors shall be paid in cash to each stockholder, and no action shall be required on such stockholder’s part to receive such cash.
2. Such cash dividend distributions shall be payable on such date or dates (each, a “Payment Date”) as may be fixed from time to time by the Board of Directors to stockholders of record at the close of business on the record date(s) established by the Board of Directors for the cash dividend distribution involved.
3. Prior to the initial public offering of the Company’s Common Stock, the Company intends to use primarily newly issued shares of its Common Stock to implement the Plan. The number of shares of Common Stock to be issued to a stockholder that has elected to have its cash dividend distributions reinvested in accordance with this paragraph 3 (each, a “Participant”) shall be the amount determined by dividing the total dollar amount of the distribution payable to such Participant by the net asset value per share of the Company’s Common Stock as of the Payment Date as determined by the Company’s Board of Directors or a committee thereof (the “Payment Date NAV”); provided further that the number of shares to be issued to a Participant pursuant to the foregoing shall be rounded downward to the nearest whole number to avoid the issuance of fractional shares, it being understood that any fractional share otherwise issuable to a Participant but for this proviso shall instead be paid to such Participant in cash. To exercise the option of having its cash dividend distributions reinvested, such stockholder shall notify the Company and State Street Bank and Trust Company (referred to as the “Plan Administrator”), in writing (using the form of notice set forth as an appendix to the Subscription Agreement signed by such stockholder or any other form of notice as distributed to such stockholder by the Company) so that such notice is received by the Plan Administrator no later than 10 days prior to the record date fixed by the Board of Directors for the first distribution such stockholder wishes to have its cash dividend distribution reinvested. Such election shall remain in effect until the stockholder shall notify the Plan Administrator in writing of such stockholder’s desire to change its election, which notice shall be delivered to the Plan Administrator no later than 10 days prior to the record date fixed by the Board of Directors for the first distribution for which such stockholder wishes its new election to take effect.
4. Shares of Common Stock issued pursuant to the Plan in connection with any cash dividend shall be issued to each Participant (i) in the event that the Payment Date NAV has been approved by the Company’s Board of Directors (or a committee thereof) prior to the Payment Date of such cash dividend, on the Payment Date or (ii) otherwise, promptly upon the date such approval has been provided by the Company’s Board of Directors. All shares of Common Stock issued pursuant to the Plan shall be issued in non-certificated form and shall be credited to such Participant on the books and records of the Company. Cash payable to a Participant in lieu of fractional shares pursuant to paragraph 3 shall be paid contemporaneously with the issuance of such shares in connection with such cash dividend.
5. The Plan Administrator will confirm to each Participant each issuance of shares of Common Stock made to such Participant pursuant to the Plan as soon as practicable following the date of such issuance.
6. The Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Company. There will be no brokerage charges or other charges to stockholders who participate in the Plan.
7. The Plan may be terminated by the Company upon notice in writing mailed to each Participant at least 30 days prior to the effectiveness of such termination.
8. These terms and conditions may be amended or supplemented by the Company at any time. Any such amendment or supplement may include an appointment by the Plan Administrator in its place and stead of a successor agent under the terms and conditions agreed upon by the Company, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator as agreed to by the Company.
9. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors.
10. These terms and conditions shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof, to the extent such principles would require or permit the application of the laws of another jurisdiction.