UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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
8, 2023 (
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) |
(Zip Code) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive Agreement
On August 3, 2023, Trinity Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with UBS Securities LLC, Morgan Stanley & Co., LLC, Keefe, Bruyette & Woods Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named on Schedule A thereto (collectively, the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, on August 8, 2023, the Company issued 5,190,312 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a public offering price of $14.45 per share, resulting in net proceeds to the Company of approximately $72.5 million, after deducting discounts and commissions and estimated offering expenses. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 778,546 shares of common stock, exercisable for 30 days from the date of the Underwriting Agreement.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature. The Company and all of the Company’s executive officers and directors have also agreed not to sell or transfer any securities of the Company held by them for a period of sixty (60) days from the date of the offering, subject to limited exceptions.
The Company intends to use approximately $72.5 million of the net proceeds from the offering to repay a portion of the outstanding secured indebtedness on its revolving credit facility with KeyBank, National Association. The Company intends to use any remaining net proceeds to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.
The Shares were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-261782) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus, dated August 3, 2023 and a final prospectus, dated August 3, 2023.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
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: August 8, 2023 | Trinity Capital Inc. | ||
By: | /s/ Steven L. Brown | ||
Name: | Steven L. Brown | ||
Title: | Chief Executive Officer |