UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 — Entry into a Material Definitive Agreement.
On June 17, 2024, AB Private Credit Investors Corporation (the “Fund”) entered into a letter agreement (the “Letter Agreement”) adjusting the fund group facility sublimits under the credit agreement establishing its revolving credit facility (the “Credit Facility”) with HSBC Bank USA, National Association, as the administrative agent and a lender, and each of the Banks a party thereto. The Letter Agreement increased the Fund’s fund group facility sublimit under the Credit Facility from $10,000,000 to $30,000,000.
The information set forth above with respect to the Letter Agreement does not purport to be complete in scope and is qualified in its entirety by the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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 above 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.
| Date: June 21, 2024 | AB PRIVATE CREDIT INVESTORS CORPORATION | |||||
| By: | /s/ Neal Kalechofsky | |||||
| Neal Kalechofsky | ||||||
| Secretary | ||||||
Exhibit 10.1
EXECUTION VERSION
FUND GROUP FACILITY SUBLIMIT ADJUSTMENT LETTER
June 17, 2024
HSBC Bank USA, National Association
66 Hudson Boulevard East
New York, NY 10001
Attention: ABF Admin
Phone: (212) 525-3615
Email: abfadmin@us.hsbc.com; kieran.patel@us.hsbc.com
RE: That certain Revolving Credit Agreement, dated as of June 14, 2019, entered into by and among, inter alios, AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P., a Delaware limited partnership (the “Initial Borrower”) (together with any other borrower which becomes a party thereto, each, a “Borrower” and collectively, the “Borrowers”), AB-Abbott Private Equity Investors G.P. L.P., as the Initial General Partner, HSBC Bank USA, National Association, as the Administrative Agent (in such capacity, the “Administrative Agent”) and a Lender and the other Lenders from time to time party thereto (the “Lenders”) (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of December 23, 2020, as supplemented by that certain Borrower Joinder Agreement, dated as of May 3, 2021, as amended by that certain Second Amendment to Revolving Credit Agreement, dated as of June 11, 2021, as amended by that certain Joinder and Third Amendment to Revolving Credit Agreement, dated as of July 8, 2021, as supplemented by that certain Lender Assignment and Assumption Agreement, dated as of September 30, 2021, as supplemented by that certain Lender Joinder Agreement, dated as of November 24, 2021, as amended by that certain Fourth Amendment to Revolving Credit Agreement, dated as of February 28, 2022, as supplemented by that certain Borrower Joinder Agreement, dated as of April 25, 2022, as amended by that certain Fifth Amendment to Revolving Credit Agreement, dated as of May 27, 2022, as amended by that certain Sixth Amendment to Revolving Credit Agreement, dated as of June 10, 2022, as amended by that certain Seventh Amendment to Revolving Credit Agreement, dated as of November 10, 2022, as amended by that certain Eighth Amendment to Revolving Credit Agreement, dated as of March 31, 2023, as amended by that certain Ninth Amendment to Revolving Credit Agreement, dated as of June 9, 2023, as amended by that certain Tenth Amendment to Revolving Credit Agreement, dated as of November 15, 2023, as amended by that certain Eleventh Amendment to Revolving Credit Agreement, dated as of April 26, 2024, as amended by that certain Twelfth Amendment to Revolving Credit Agreement, dated as of June 6, 2024 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Ladies and Gentlemen:
Effective on June 17, 2024 (the “Effective Date”), the undersigned Borrowers hereby request that their respective Fund Group Facility Sublimits be adjusted as follows:
| 1. | Fund Group Facility Sublimit prior to giving effect to the reallocation requested herein: |
| Fund Group: |
Fund Group Facility Sublimit: |
|||
| AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P. | $ | 1,000,000 | ||
| AB-Abbott Private Equity Investors 2020 (Delaware) Fund L.P. | $ | 1,000,000 | ||
| AB-Abbott Private Equity Solutions 2021 (Delaware) Fund L.P. | $ | 2,500,000 | ||
| AB Private Credit Investors Corporation | $ | 10,000,000 | ||
| AB Private Credit Investors Middle Market Direct Lending Fund L.P. | $ | 110,000,000 | ||
| AB-Abbott Private Equity Solutions 2022 (Delaware) Fund L.P. | $ | 2,000,000 | ||
| AB-Abbott Private Equity Solutions 2023 (Delaware) Fund L.P. | $ | 3,500,000 | ||
| AB-Abbott Private Equity Solutions 2024 (Delaware) Fund L.P. | $ | 5,000,000 | ||
| 2. | Fund Group Facility Sublimit after giving effect to the reallocation requested herein: |
| AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P. | $ | 1,000,000 | ||
| AB-Abbott Private Equity Investors 2020 (Delaware) Fund L.P. | $ | 1,000,000 | ||
| AB-Abbott Private Equity Solutions 2021 (Delaware) Fund L.P. | $ | 2,500,000 | ||
| AB Private Credit Investors Corporation | $ | 30,000,000 | ||
| AB Private Credit Investors Middle Market Direct Lending Fund L.P. | $ | 90,000,000 | ||
| AB-Abbott Private Equity Solutions 2022 (Delaware) Fund L.P. | $ | 2,000,000 | ||
| AB-Abbott Private Equity Solutions 2023 (Delaware) Fund L.P. | $ | 3,500,000 | ||
| AB-Abbott Private Equity Solutions 2024 (Delaware) Fund L.P. | $ | 5,000,000 |
Effective on the Effective Date, and after giving effect to the reallocation of the Fund Group Facility Sublimits referenced above, each of the undersigned hereby represents, warrants and certifies:
(a) No Fund Group Event of Default or Fund Group Potential Default, with respect to each of the undersigned, exists and is continuing on and as of the date hereof or will exist on the Effective Date;
(b) After giving effect to the changes in the Fund Group Facility Sublimits set forth herein, the dollar equivalent of the Principal Obligations of the undersigned will not exceed the Available Commitment(s) of the undersigned;
(c) After giving effect to the changes in the Fund Group Facility Sublimits set forth herein, the dollar equivalent of the aggregate Fund Group Facility Sublimits of all Fund Groups will not exceed the Maximum Commitment.
[Remainder of Page Intentionally Left Blank]
| Very truly yours, | ||
| BORROWERS: | ||
| AB-ABBOTT PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Investors G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
| AB-ABBOTT PRIVATE EQUITY INVESTORS 2020 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Investors 2020 G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
| AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2021 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Solutions 2021 G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
HSBC – AB Umbrella
Fund Group Facility Sublimit Adjustment
| AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT LENDING FUND, L.P., a Delaware limited partnership | ||
| By: | AB Private Credit Investors Middle Market Direct Lending G.P. L.P., a Delaware limited partnership, its General Partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
| AB PRIVATE CREDIT INVESTORS CORPORATION, a Maryland corporation | ||
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
| AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2022 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Solutions 2022 G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
HSBC – AB Umbrella
Fund Group Facility Sublimit Adjustment
| AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2023 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Solutions 2023 G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
| AB-ABBOTT PRIVATE EQUITY SOLUTIONS 2024 (DELAWARE) FUND L.P., a Delaware limited partnership | ||
| By: | AB-Abbott Private Equity Solutions 2024 G.P. L.P., a Delaware limited partnership, its general partner | |
| By: | /s/ Roy Castromonte | |
| Name: Roy Castromonte | ||
| Title: VP/Vice President and Treasurer of AB-PCI | ||
HSBC – AB Umbrella
Fund Group Facility Sublimit Adjustment
Document and Entity Information |
Jun. 17, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Jun. 17, 2024 |
| Entity Registrant Name | AB PRIVATE CREDIT INVESTORS CORPORATION |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 814-01196 |
| Entity Tax Identification Number | 81-2491356 |
| Entity Address Address Line 1 | 405 Colorado Street |
| Entity Address Address Line 2 | Suite 1500 |
| Entity Address City Or Town | Austin |
| Entity Address State Or Province | TX |
| Entity Address Postal Zip Code | 78701 |
| City Area Code | 512 |
| Local Phone Number | 721-2900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001634452 |
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