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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): JUNE 27, 2024

 

STONE POINT CREDIT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

delaware   814-01375   85-3149929
(State or Other Jurisdiction of
Incorporation)
  (Commission
File Number)
  (IRS Employer Identification
Number)

 

20 HORSENECK LANE

GREENWICH, CONNECTICUT 06830

(Address of Principal Executive Offices, Zip Code)

 

(203) 862-2900

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

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 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. ¨

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
N/A   N/A   N/A

 

 

 

 

 

Item 1.01 — Entry into a Material Definitive Agreement.

 

On June 27, 2024, SPCC Funding I LLC (the “SPV”), a Delaware limited liability company and wholly owned subsidiary of Stone Point Credit Corporation, a Delaware corporation, executed a letter agreement (the “Fourth Amendment”) to amend its revolving credit agreement (as amended, the “Revolving Credit Agreement”), by and among, inter alios, the SPV, as borrower, Stone Point Credit Adviser LLC, a Delaware limited liability company, as portfolio manager, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent and lender.

 

The Fourth Amendment, among other things, amended the Revolving Credit Agreement to effect an extension of the Reinvestment Period to June 27, 2027, and of the Scheduled Termination Date to June 27, 2029; the amended Revolving Credit Agreement includes a non-call period from the effective date of the Fourth Amendment until June 27, 2026. The Fourth Amendment increases the financing commitment from $750 million to $850 million and reduces the Applicable Margin from 2.55% per annum to 2.45% per annum with respect to Secured Overnight Financing Rate (SOFR) Loans, as well as changing the rate for Canadian Dollar advances from the Canadian Dollar Offered Rate (CDOR) to a three-month term rate based on the Canadian Overnight Repo Rate Average (CORRA). In connection with the Fourth Amendment, the SPV paid an upfront fee of $5,562,500. All capitalized terms not defined herein shall have the meanings set forth in the Fourth Amendment.

 

The description above is only a summary of the material provisions of the Fourth Amendment and is qualified in its entirety by reference to a copy of the Fourth Amendment, which 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 the Registrant.

 

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

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
   
10.1* Fourth Amendment to Loan and Security Agreement, dated as of June 27, 2024, among SPCC Funding I LLC, as borrower; Stone Point Credit Adviser LLC, as portfolio manager; U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator; U.S. Bank National Association, as securities intermediary; and JPMorgan Chase Bank, National Association, as administrative agent and lender.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(vi) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

  

 

 

 

 

SIGNATURE

 

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.

 

  Stone Point Credit Corporation
     
Dated: July 1, 2024 By: /s/ Gene Basov
  Name: Gene Basov
  Title: Chief Financial Officer