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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 20, 2024

 

 

 

LAFAYETTE SQUARE USA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   814-01427   87-2807075

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

175 SW 7th St, Unit 2307, Miami, Florida 33130-2992
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (786) 753-7096

 

________________________________________________________

(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))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

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. x

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On December 20, 2024, Lafayette Square USA, Inc. (the “Company”) entered into that certain Lender Joinder Agreement (the “Joinder Agreement”), pursuant to which, through the accordion feature in the Senior Secured Revolving Credit Facility, dated as of June 18, 2024, by and among the Company, as Borrower, ING Capital LLC, as Administrative Agent, Lead Arranger, Bookrunner and Sustainability Structuring Agent, the other Lenders and parties from time to time party thereto and the Subsidiary Guarantors party thereto (as amended, amended and restated, modified and otherwise supplemented, the “ING Credit Facility”), the aggregate commitments under the ING Credit Facility increased from $175 million to $225 million. The accordion feature in the ING Credit Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum of $250 million. The other material terms of the ING Credit Facility remain unchanged.

 

The description above is only a summary of material provisions of the Joinder Agreement and is qualified in its entirety by reference to a copy of the Joinder Agreement, which is filed as Exhibit 10.01 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

 

 

Item 9.01Financial Statements and Exhibits

 

10.01Lender Joinder Agreement dated December 20, 2024, by and among Lafayette Square USA, Inc., as borrower, BankUnited, N.A., as assuming lender, and ING Capital LLC, as administrative agent.
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 thereunto duly authorized.

 

  Lafayette Square USA, Inc.
   
Date: December 26, 2024 By: /s/ Seren Tahiroglu
  Name: Seren Tahiroglu
  Title: Chief Financial Officer