0001193125-20-068922.txt : 20200310 0001193125-20-068922.hdr.sgml : 20200310 20200310165657 ACCESSION NUMBER: 0001193125-20-068922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200310 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200310 DATE AS OF CHANGE: 20200310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Investcorp Credit Management BDC, Inc. CENTRAL INDEX KEY: 0001578348 IRS NUMBER: 462883380 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01054 FILM NUMBER: 20702478 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-388-5813 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CM Finance Inc DATE OF NAME CHANGE: 20130531 8-K 1 d897510d8k.htm INVESTCORP CREDIT MANAGEMENT BDC, INC. Investcorp Credit Management BDC, Inc.

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):    March 10, 2020 (March 9, 2020)

Investcorp Credit Management BDC, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   814-01054   46-2883380

(State or other jurisdiction

of incorporation)

   (Commission File Number)   (I.R.S. Employer Identification No.)

280 Park Avenue

39th Floor

New York, NY 10017

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 257-5199

 

 

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K 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

Common Stock, par value $0.001

per share

    ICMB    The NASDAQ Global Select Market
6.125% Notes due 2023    CMFNL    The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

As previously disclosed, Investcorp Credit Management BDC, Inc. (the “Company”) entered into the Stock Purchase and Transaction Agreement (the “SPA”), dated June 26, 2019, by and between the Company and Investcorp BDC Holdings Limited (“Investcorp”) and the Letter Agreement, dated August 28, 2019, between the Company and Investcorp (the “First Waiver Agreement”), which amended certain terms of the SPA.

On March 9, 2020, the Company entered into the Letter Agreement with Investcorp (the “Second Waiver Agreement”) amending certain terms of the SPA and the First Waiver Agreement. Under the Second Waiver Agreement, the Company waived the obligation of the Board of Directors of the Company (the “Board”) under the First Waiver Agreement to take all actions necessary so that a director nominee designated by Investcorp (the “Designated Director) is recommended by the Nominating Committee of the Board (the “Nominating Committee”) to the Board for approval and subsequently approved by the Board within thirty business days of his or her designation.

Pursuant to the Second Waiver Agreement (i) Investcorp has until May 31, 2020 to identify the Designated Director and (ii) the Board is obligated to take all action necessary so that the Designated Director is recommended by the Nominating Committee to the Board for approval and subsequently approved by the Board no later than May 31, 2020.

The foregoing description of the Second Waiver Agreement is only a summary of such agreement and is qualified in its entirety by reference to the underlying agreement. The Second Waiver Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

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.

 

Date: March 10, 2020     INVESTCORP CREDIT MANAGEMENT BDC, INC.
      By:   /s/ Rocco DelGuercio
        Name: Rocco DelGuercio
        Title:  Chief Financial Officer
 EX-99.10.1 2 d897510dex99101.htm MUTUAL PURCHASE AGREEMENT WAIVER AND AGREEMENT, DATED MARCH 9, 2020. Mutual Purchase Agreement Waiver and Agreement, dated March 9, 2020.

March 9, 2020

Investcorp Credit Management BDC, Inc.

290 Park Ave, 39th Floor

New York, New York 10017

Attention: Michael C. Mauer

Re: Second Mutual Purchase Agreement Waiver and Agreement

Dear Mr. Mauer:

Reference is made to the Stock Purchase and Transaction Agreement, dated as of June 26, 2019 (the “Purchase Agreement”), as well as the Mutual Purchase Agreement Waiver and Agreement, dated as of August 28, 2019 (“First Waiver Agreement”), by and between Investcorp Credit Management BDC Inc. (f/k/a CM Finance Inc), a Maryland corporation (the “Company”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement.

Pursuant to Section 2.04(b)(iii) of the Purchase Agreement, , as supplemented by the First Waiver Agreement, the Buyer shall identify a Person to recommend to the Nominating and Corporate Governance Committee (the “NCG Committee”) of the Company’s Board of Directors (the “Company Board”) for the NCG Committee’s consideration as a replacement Director for Keith Lee, a current a member of the Company Board. Mr. Lee has previously indicated his intention to resign from the Company Board upon the NCG Committee identifying a suitable replacement and effective upon the Company’s Board approval of the replacement director (“Designated Director”).

Prior to the date hereof, Buyer has identified and recommended Lee Shaiman as the Designated Director.

Pursuant to the First Waiver Agreement, the Buyer and the Company have previously agreed the Buyer shall be entitled to the right to designate the Designated Director during the period from the Initial Closing Date until March 31, 2020, which may be extended as necessary, but not to exceed the first anniversary of the Initial Closing Date.

By executing this letter agreement, subject to the other agreements contained herein, (a) the Company hereby agrees to extend the period as agreed between the parties in the First Waiver Agreement for Buyer’s obligation pursuant to Section 2.04(b)(iii) of the Purchase Agreement to identify a second Designated Director prior to the Initial Closing Date and (b) Buyer hereby waives the obligations of the Company Board pursuant to Sections 2.04(b)(i)-(ii) of the Purchase Agreement to take all actions for Keith Lee resign as a member of the Company Board.

In furtherance of the foregoing, the Company and Buyer hereby acknowledge and agree that:

(a) Buyer shall have the right to designate the Designated Director during the period from the Initial Closing Date until May 31, 2020 ; provided, that if by May 31, 2020 the Designated Director has not been elected to the Company Board and the NCG Committee has rejected one or more proposed Designated Director pursuant to Section 2.04(c) of the Purchase Agreement, then such date shall be extended for such period of time as may be necessary for Buyer to propose a qualified Designated Director, but in any event not beyond the first anniversary of the Initial Closing Date; and

(b) the Company Board shall, subject to Section 2.04(c) of the Purchase Agreement, take all action necessary so that the Designated Director is recommended by the NCG Committee to the Company Board for approval and subsequently approved by the Company Board as promptly as practicable after the date such Person is designated by Buyer, but, in any event, no later than May 31, 2020 and otherwise in accordance with Section 2.04(b)(iii) of the Purchase Agreement.

The parties hereto are not waiving, and nothing contained herein shall be deemed a waiver of, any other terms or provisions of the Purchase Agreement. Except as expressly provided hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms and nothing herein shall affect, or be deemed to be a waiver of, the other terms and provisions of the Purchase Agreement.

This letter agreement shall be subject to the provisions set forth in Sections 12.01, 12.03, 12.06, 12.07, 12.08, 12.09, 12.10 and 12.12 of the Purchase Agreement, and such provisions are incorporated herein by reference, mutatis mutandis.

If the foregoing is acceptable, please execute this letter in the space provided below. Upon mutual execution of this letter it will become binding and effective upon the Company and Buyer.

[Signature Page Follows]

Very truly yours,

INVESTCORP BDC HOLDINGS LIMITED

By: /s/ Bonnie Willkom                        

Name:    The Director Ltd. by Bonnie Willkom

Title: Authorized Representative

[Signature Page to Letter Agreement]

Accepted and Agreed:

Investcorp Credit Management BDC, Inc.

By: /s/ Michael C. Mauer                            

Name: Michael C. Mauer

Title: Chairman of the Board and

          Chief Executive Officer