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
Date of Report (Date of earliest event reported):
November 16, 2023 (
(Exact name of registrant as specified in its charter)
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to Section 13(a) of the Exchange Act.
Item 8.01. Other Events
On November 13, 2023, Runway Growth Finance Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Runway Growth Capital LLC (the “Adviser”), OCM Growth Holdings, LLC and Oaktree Opportunities Fund XB Holdings (Delaware), L.P. (the “Selling Stockholders”), and Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and UBS Securities LLC (the “Underwriters”), as representatives of the several underwriters named in Schedule I thereto, in connection with the sale of 3,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) by the Selling Stockholders. The Underwriters may also purchase from the Selling Stockholders up to an additional 562,500 Shares pursuant to an overallotment option as described in the Underwriting Agreement.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company, the Adviser, and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Adviser, the Selling Stockholders, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Offering by the Selling Stockholders was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-274352) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated November 13, 2023 and a final prospectus supplement dated November 13, 2023. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of the Underwriting Agreement filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 13, 2023, by and among the Company, Runway Growth Capital LLC, OCM Growth Holdings, LLC, Oaktree Opportunities Fund XB Holdings (Delaware), L.P., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and UBS Securities LLC, as representatives of the several underwriters named in Schedule I thereto. | |
| 104 | Cover 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 hereunto duly authorized.
| Date: November 16, 2023 | RUNWAY GROWTH FINANCE CORP. | |
| By: | /s/ Thomas B. Raterman | |
| Thomas B. Raterman | ||
| Acting President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | ||