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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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:
Securities registered pursuant to Section 12(b) of the Act:
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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
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 February 14, 2025, Overland Advantage (the “Company”) entered into an amendment (the “Second Amendment”) to that certain Revolving Credit Agreement (together with the exhibits and schedules thereto, the ‘‘SMTB Credit Agreement’’) among the Company, as the initial borrower, Overland Advantage Feeder Fund, L.P., as the guarantor (the “Guarantor”), Overland Advantage Feeder Fund GP Ltd., as the general partner of the Guarantor, Sumitomo Mitsui Trust Bank, Limited, New York Branch (“SMTB”), as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender (the “SMTB Credit Facility”).
Advances under the SMTB Credit Facility bear interest at a rate of either (i) one- or three-month term secured overnight financing rate (“SOFR”) plus an applicable margin or (ii) an alternative base rate (which is the highest of the federal funds rate plus 0.50%, the prime rate and one month term SOFR plus 1.00%), plus an applicable margin. Among other things, the Second Amendment reduced the applicable margin with respect to SOFR loans from 2.65% per annum to 2.25% per annum and modified the payment schedule for the unused commitment fee.
The description above is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to the copy of the Second Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1* |
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104 |
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Cover Page Interactive Data File (embedded within in Inline XBRL document). |
*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.
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OVERLAND ADVANTAGE |
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Date: |
February 20, 2025 |
By: |
/s/ Kimberly A. Terjanian |
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Name: Kimberly A. Terjanian |