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 March 21, 2025, ABPCIC Funding VI LLC (the “Borrower”), a wholly-owned subsidiary of AB Private Credit Investors Corporation (the “Fund”), entered into a warehouse financing transaction (the “Warehouse Credit Facility”). In connection with the Warehouse Credit Facility, the Borrower entered into, among other agreements, (i) the facility agreement (the “Facility Agreement”), among AB Private Credit Investors LLC, as collateral manager (in such capacity, the “Collateral Manager”), the Borrower, each of the lenders from time to time party thereto, NatWest Markets Plc, as lead lender (in such capacity, the “Lead Lender”), U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “Collateral Agent”), U.S. Bank National Association, as document custodian (in such capacity, the “Document Custodian”), and Alter Domus (US) LLC, as loan agent, (ii) the securities account control agreement (the “Securities Account Control Agreement”), among the Borrower, as debtor, the Collateral Manager, the Lead Lender, the Collateral Agent, and U.S. Bank National Association, as securities intermediary (in such capacity, the “Securities Intermediary”), (iii) the purchase and sale agreement (the “Transfer Agreement”) between the Fund, as seller, and the Borrower, as buyer, and (iv) the pledge agreement (the “Pledge Agreement”), between the Fund, as pledgor, and the Collateral Agent.
The Facility Agreement provides for borrowings in an aggregate amount up to $75,000,000. Borrowings under the Facility Agreement will bear interest based on the term standard overnight financing rate for the relevant interest period or the applicable replacement thereto provided for in the Facility Agreement, in each case, plus 2.10%. Interest is payable quarterly in arrears. Any amounts borrowed under the Facility Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) March 21, 2032 or (ii) upon certain other events which result in accelerated maturity under the Facility Agreement. Borrowing under the Warehouse Credit Facility is subject to certain restrictions contained in the Investment Company Act of 1940, as amended.
Borrowings under the Facility Agreement are secured by all of the assets held by the Borrower as well as all of the Fund’s equity interests in the Borrower, which are pledged by the Fund to the Collateral Agent pursuant to the Pledge Agreement. Pursuant to the Facility Agreement, the Collateral Manager will perform certain duties with respect to the purchase and management of the assets securing the Warehouse Credit Facility. The Collateral Manager has elected to waive any fees that would otherwise be payable under the Facility Agreement. The Borrower will reimburse the expenses incurred by the Collateral Manager in the performance of its obligations under the Facility Agreement other than any ordinary overhead expenses, which shall not be reimbursed. The Borrower has made customary representations and warranties under the Facility Agreement and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
All of the collateral pledged by the Borrower to the Collateral Agent for the benefit of the secured parties under the Facility Agreement is held in the custody of the Document Custodian under the Facility Agreement or the Securities Intermediary under the Securities Account Control Agreement. The Collateral Agent will maintain and perform certain collateral administration services with respect to the collateral pursuant to the Facility Agreement. As compensation for the services rendered by the Collateral Agent, the Borrower will pay the Collateral Agent, on a quarterly basis, customary fee amounts and reimburse the Collateral Agent for its reasonable out-of-pocket expenses.
Concurrently with the closing of the Warehouse Credit Facility, the Fund contributed and/or sold certain assets to the Borrower pursuant to the Transfer Agreement, and the Fund expects to continue to contribute and/or sell assets to the Borrower pursuant to the Transfer Agreement in the future. The Fund may, but shall not be required to, repurchase and/or substitute certain assets previously transferred to the Borrower subject to the conditions specified in the Transfer Agreement and the Facility Agreement.
The Fund incurred certain customary fees, costs and expenses in connection with the closing of the Warehouse Credit Facility.
The foregoing descriptions of the Facility Agreement, the Securities Account Control Agreement, the Transfer Agreement and the Pledge Agreement do not purport to be complete and are qualified in their entirety by the full text of each of the Facility Agreement, the Securities Account Control Agreement, the Transfer Agreement, and Pledge Agreement which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and are 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
| * | 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. |
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: March 27, 2025 | AB PRIVATE CREDIT INVESTORS CORPORATION | |||||
| By: | /s/ Leon Hirth | |||||
| Leon Hirth | ||||||
| Secretary | ||||||