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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): October 8, 2024 (October 3, 2024)

 

 

Stellus Private Credit BDC

(Exact name of registrant as specified in its charter)

 

 

Delaware 000-56378 87-6878660
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)

 

4400 Post Oak Parkway, Suite 2200  
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (713) 292-5400

 

None

(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 (see General Instruction A.2. below):

 

¨ 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
N/A   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 (§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. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On October 3, 2024, Stellus Private Credit BDC (the “Company”) entered into an Increase Agreement (the “Increase Agreement”) to the Credit Agreement by and among the Company, as the borrower, Zions Bancorporation, N.A. dba Amegy Bank, as the administrative agent, and the lenders that are party thereto from time to time, which, among other things, amends that certain Credit Agreement dated as of September 30, 2022 (as amended, supplemented, and restated or otherwise modified from time to time, the “Credit Facility”). The Increase Agreement increases the total Commitments under the Credit Facility from $150,000,000 to $175,000,000 on a committed basis.

 

The description above is only a summary of the material provisions of the Increase Agreement and is qualified in its entirety by reference to a copy of the Increase Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

 

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

 

The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number
Description
   
10.1 Increase Agreement, dated October 3, 2024, between the Company, as a borrower, Zions Bancorporation, N.A. dba Amegy Bank, as the administrative agent, and the lenders that are party thereto.  
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
   

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Stellus Private Credit bdc
     
Date: October 8, 2024 By: /s/ W. Todd Huskinson  
    Name: W. Todd Huskinson
    Title: Chief Financial Officer, Chief Operating Officer and Secretary