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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 6, 2024

 

 

 

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   814-01044   46-3082016

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150

Menlo Park, California

  94025
(Address of principal executive offices)   (Zip Code)

 

(650) 854-2090 

(Registrant’s telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report)

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   TPVG   New York Stock Exchange

 

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))

 

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 6, 2024, TriplePoint Venture Growth BDC Corp. (the “Company”) amended its Loan Financing and Servicing Agreement, dated as of February 21, 2014 (as amended, the “Credit Facility”), by executing a letter agreement, dated August 6, 2024 (the “Amendment”), by and among the Company, individually and as collateral manager of the borrower, TPVG Variable Funding Company LLC, as borrower (the “Financing Subsidiary”), Vervent, Inc., as backup collateral manager, Deutsche Bank Trust Company Americas, as paying agent and as collection account bank, Computershare Trust Company, N.A., as custodian, the lenders from time to time party thereto, and Deutsche Bank AG, New York Branch, as facility agent (the “Facility Agent”).

 

The Amendment amended the Credit Facility to, among other things: (i) extend the revolving period to November 30, 2025 and the scheduled maturity date to May 30, 2027; (ii) revise the interest rate on borrowings such that borrowings bear interest at the sum of (a) a floating rate based on certain indices, including SOFR and commercial paper rates (subject to a floor of 0.50%), plus (b) a margin of 3.20% if facility utilization is greater than or equal to 75%, 3.35% if utilization is greater than or equal to 50% but less than 75%, 3.50% if utilization is less than 50% and 4.50% during the amortization period; (iii) adjust the advance rates based on the underlying asset type; (iv) revise certain events of default provisions and affirmative and negative covenants; and (v) change the capacity of the Credit Facility to $300 million.

 

The Credit Facility, as amended by the Amendment, includes customary representations and warranties and requires the Company to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the Credit Facility are subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended, provided that the Company’s asset coverage ratio under the Credit Facility shall not be less than 150%.

 

The foregoing description is only a summary of certain of the provisions of the Amendment and the Credit Facility and is qualified in its entirety by reference to a copy of the Credit Facility, as amended and conformed through the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in this Current Report on Form 8-K set forth under Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 7.01 Regulation FD Disclosure.

 

The Company issued a press release on August 7, 2024 to announce the signing of the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Loan Financing and Servicing Agreement, dated as of February 21, 2014, among TPVG Variable Funding Company LLC, as borrower, TriplePoint Venture Growth BDC Corp., individually and as equityholder and as collateral manager, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto, Vervent Inc. as backup collateral manager, Deutsche Bank Trust Company Americas, as paying agent and as collection account bank, and Computershare Trust Company, N.A., as custodian, as amended and conformed through Amendment No. 17, dated August 6, 2024*
     
99.1   Press Release dated August 7, 2024
     
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

*Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

 

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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, 2024 TriplePoint Venture Growth BDC Corp.
   
  By: /s/ James P. Labe
  Name:  James P. Labe
  Title: Chief Executive Officer

 

 

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