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 19, 2021 (August 18, 2021)
Monroe Capital Income Plus Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 814-01301 | 83-0711022 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
311 South Wacker Drive, Suite 6400 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 258-8300
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 x
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 August 18, 2021, Monroe Capital Income Plus Corporation (the “Company”) entered into a facility amount increase (the “Facility Amount Increase”) to the Amended and Restated Revolving Credit and Security Agreement (the “Revolving Security Agreement”), as amended from time to time, among MC Income Plus Financing SPV LLC, a wholly-owned subsidiary of the Company, as borrower; the Company, as collateral manager; the lenders from time to time parties thereto; KeyBank National Association, as administrative agent and lead arranger; and U.S. Bank National Association as collateral agent, collateral administrator and document custodian (the “Credit Facility”). The Facility Amount Increase increased the size of the current revolver commitments under the Credit Facility to $345,000,000 from $285,000,000 and added two additional lenders as parties to the Revolving Security Agreement. The terms of the Facility Amount Increase became effective as of August 18, 2021.
Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Revolving Security Agreement. The description above is only a summary of the material provisions of the Facility Amount Increase and is qualified in its entirety by reference to the copy of the Facility Amount Increase that 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 3.02. | Unregistered Sale of Equity Securities. |
On August 18, 2021, the Company issued an aggregate of 6,086,569 shares of its common stock, par value $0.01 per share (the “Common Stock”), for an aggregate offering price of $60,500,500.
The sale of Common Stock was made pursuant to subscription agreements entered into by the Company, on the one hand, and each investor in the Company, on the other hand. The issuance and sale of the shares of Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable.
| Item 9.01 | Financial Statements and 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.
| Monroe Capital Income Plus Corporation | ||
| Date: August 19, 2021 | By: | /s/ Aaron D. Peck |
|
Aaron D. Peck Chief Financial Officer, Treasurer and Corporate Secretary | ||
Exhibit 10.1
Facility Amount Increase Request
August 18, 2021
To: KeyBank National Association, as Administrative Agent for the Lenders parties to the Amended and Restated Revolving Credit and Security Agreement dated as of May 1, 2020 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among MC Income Plus Financing SPV LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”); U.S. Bank National Association, as collateral agent; U.S. Bank National Association, as document custodian; and U.S. Bank National Association, as collateral administrator.
Ladies and Gentlemen:
The Borrower hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the Facility Amount (the “Facility Amount Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected by the addition of Wintrust Bank, N.A. ( “Wintrust”) and ING Capital LLC (“ING”, collectively with Wintrust, the “New Lenders”) each as a Lender under the terms of the Credit Agreement. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
After giving effect to such Facility Amount Increase, the Commitment of the New Lenders shall equal the amount specified on Schedule I attached hereto. For the avoidance of doubt, after giving effect to this Facility Amount Increase, Schedule 1 to the Credit Agreement shall be as set forth on Schedule I attached hereto and made a part hereof.
1. Each New Lender hereby confirms that it has received a copy of the Facility Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Advances and other extensions of credit thereunder. Each New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. Each New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Facility Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Facility Document or the value of any security therefor.
2. Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, each New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and the Lender Fee Letter and have all the rights and obligations of a “Lender” under the Credit Agreement and the Lender Fee Letter as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement and the Lender Fee Letter as if it were an original signatory thereto.
3. Each New Lender shall deliver to the Administrative Agent such information and shall complete such forms as are reasonably requested of such New Lender by the Administrative Agent.
4. Schedule 5 to the Credit Agreement shall be supplemented with the notice information of each New Lender set forth on Schedule II attached hereto and made a part hereof.
This Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the laws of the state of New York.
The Facility Amount Increase shall be effective when the executed consent of the Administrative Agent and each affected Lender is received or otherwise in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to August 18, 2021. It shall be a condition to the effectiveness of the Facility Amount Increase that all expenses referred to in Section 2.15 of the Credit Agreement shall have been paid.
The Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.
Please indicate the Administrative Agent’s consent to such Facility Amount Increase by signing the enclosed copy of this letter in the space provided below.
-2-
| Very truly yours, | |||
| MC Income Plus Financing SPV LLC | |||
| By: Monroe Capital Income Plus Corporation, as Designated Manager | |||
| By | /s/ Aaron Peck | ||
| Name: | Aaron Peck | ||
| Title: | Authorized Signatory | ||
| Wintrust Bank, N.A. | |||
| By | /s/ Rob Dmowski | ||
| Name: | Rob Dmowski | ||
| Title: | SVP | ||
| ING Capital LLC | |||
| By | /s/ Patrick Frisch | ||
| Name: | Patrick Frisch | ||
| Title: | Managing Director | ||
| By | /s/ Dina Kook | ||
| Name: | Dina Kook | ||
| Title: | Director | ||
[Signature Page to Facility Amount Increase Request]
| The undersigned hereby consents on this 18th day of August, 2021, to the above-requested Facility Amount Increase. | |||
| KeyBank National Association, as Administrative Agent | |||
| By | /s/ Richard Andersen | ||
| Name | Richard Andersen | ||
| Title | Senior Vice President | ||
[Signature Page to Facility Amount Increase Request]
Schedule I
Commitments and Percentages
| Lender | Commitment | Percentage | ||||||
| KeyBank National Association | $ | 100,000,000 | 29.0 | % | ||||
| Hancock Whitney Bank | $ | 30,000,000 | 8.70 | % | ||||
| Bank Leumi, USA | $ | 30,000,000 | 8.70 | % | ||||
| The Huntington National Bank, as successor by merger to TCF National Bank | $ | 50,000,000 | 14.50 | % | ||||
| First Foundation Bank | $ | 25,000,000 | 7.25 | % | ||||
| Sterling National Bank | $ | 50,000,000 | 14.50 | % | ||||
| Wintrust Bank, N.A. | $ | 20,000,000 | 5.80 | % | ||||
| ING Capital LLC | $ | 40,000,000 | 11.60 | % | ||||
| $ | 345,000,000 | 100 | % | |||||
Schedule II
Notice Information
|
If to Wintrust Bank, N.A.:
|
Wintrust Bank, N.A. 231 S. LaSalle Street, 2nd Fl Chicago, Illinois 60604 Attn: Rob Dmowski Telephone No: (312) 291-2935 E-mail: RDmowski@wintrust.com |
|
If to ING Capital LLC:
|
ING Capital LLC 1133 Avenue of the Americas New York, New York 10036 Attn: Yocelin Tran Telephone No: (646) 424-8216 E-mail: DL-NYCLoanAdministration@ing.com |