UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 21, 2025, Stone Point Credit Corporation (the “Company”) entered into a Note Purchase Agreement (the “March 2025 NPA”) governing the issuance of (i) $60 million in aggregate principal amount of senior unsecured notes due May 15, 2028 (the “Series A Notes”) and (ii) $240 million in aggregate principal amount of senior unsecured notes due May 15, 2030 (the “Series B Notes” and, together with the Series A Notes, the “Senior Notes”) to qualified institutional investors in a private placement. All terms not defined herein shall have the meanings set forth in the March 2025 NPA.
The Series A Notes have a fixed interest rate of 6.03% per year and the Series B Notes have a fixed interest rate of 6.26% per year. The Senior Notes are subject to a step up of (1) 1.00% per year, to the extent and for so long as the Senior Notes fail to satisfy certain investment grade rating conditions and/or (2) (a) if the Senior Notes do not satisfy certain investment grade rating conditions, an additional 1.50% per year, to the extent and for so long as either the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due or (b) if the Senior Notes satisfy certain investment grade conditions, an additional 1.00% per year, to the extent and for so long as either the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or the Company fails to deliver the required quarterly or annual financial statements and related certificates when due. The Company intends to use the net proceeds from the offering of the Senior Notes to repay existing Indebtedness and for general corporate purposes.
The Series A Notes will mature on May 15, 2028 and the Series B Notes will mature on May 15, 2030, in each case, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2025 NPA. Interest on the Senior Notes will be due semiannually in May and November of each year, beginning in November 2025. In addition, the Company is obligated to offer to repay the Senior Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the March 2025 NPA, the Company may redeem the Senior Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed, with respect to the Series A Notes, on or before 90 days prior to the maturity date of such notes or, with respect to the Series B Notes, on or before 180 days prior to the maturity date of such notes, a make-whole premium.
The March 2025 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the March 2025 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; and (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act.
The March 2025 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, all Senior Notes then outstanding shall automatically become immediately due and payable.
The Company’s obligations under the March 2025 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Senior Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The description above is only a summary of the material provisions of the March 2025 NPA and is qualified in its entirety by reference to the copy of the March 2025 NPA which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 in this Current Report on Form 8-K set forth under Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1* | Note Purchase Agreement by and between the Company and the purchasers party thereto, dated March 21, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*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 schedules to the SEC 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: March 24, 2025 | By: | /s/ Steven Henke |
| Name: | Steven Henke | |
| Title: | Chief Financial Officer | |