0001104659-21-086694.txt : 20210629 0001104659-21-086694.hdr.sgml : 20210629 20210629123554 ACCESSION NUMBER: 0001104659-21-086694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monroe Capital Income Plus Corp CENTRAL INDEX KEY: 0001742313 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01301 FILM NUMBER: 211056677 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 258-8300 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 tm2120928d1_8k.htm FORM 8-K

 

 

 

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): June 29, 2021 (June 28, 2021)

 

 

 

Monroe Capital Income Plus Corporation

(Exact name of registrant as specified in its charter)

  

 

 

Maryland   814-01301   83-0711022

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

         

311 South Wacker Drive, Suite 6400

Chicago, Illinois

  60606
(Address of Principal Executive Offices)   (Zip Code)

  

Registrant’s telephone number, including area code: (312) 258-8300

 

Not Applicable

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company þ

 

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 June 28, 2021, Monroe Capital Income Plus Corporation (the “Company”) entered into a facility amount increase (the “Facility Amount Increase”) to the Amended and Restated Revolving Credit and Security Agreement (the “Revolving Security Agreement”), as amended from time to time, among MC Income Plus Financing SPV LLC, a wholly-owned subsidiary of the Company, as borrower; the Company, as collateral manager; the lenders from time to time parties thereto; KeyBank National Association, as administrative agent and lead arranger; and U.S. Bank National Association as collateral agent, collateral administrator and document custodian (the “Credit Facility”). The Facility Amount Increase increased the size of the current revolver commitments under the Credit Facility to $180,000,000 from $150,000,000. The terms of the Facility Amount Increase became effective as of June 28, 2021.

 

Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

 

Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Revolving Security Agreement. The description above is only a summary of the material provisions of the Facility Amount Increase and is qualified in its entirety by reference to the copy of the Facility Amount Increase that is filed as Exhibit 10.1 to this current report on Form 8-K.

 

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

 

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits

 

10.1 Facility Amount Increase to the Amended and Restated Revolving Credit and Security Agreement among MC Income Plus Financing SPV LLC, as borrower; the Company, as collateral manager; the lenders from time to time parties thereto; KeyBank National Association, as administrative agent and lead arranger; and U.S. Bank National Association as collateral agent, collateral administrator and document custodian.

  

 

 

 

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.

 

  Monroe Capital Income Plus Corporation
   
     
Date: June 29, 2021 By: /s/ Aaron D. Peck
    Aaron D. Peck
    Chief Financial Officer, Treasurer and Corporate Secretary

  

 

EX-10.1 2 tm2120928d1_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

Facility Amount Increase Request

 

June 28, 2021

 

To: KeyBank National Association, as Administrative Agent for the Lenders parties to the Amended and Restated Revolving Credit and Security Agreement dated as of May 1, 2020 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among MC Income Plus Financing SPV LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); Monroe Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”); U.S. Bank National Association, as collateral agent; U.S. Bank National Association, as document custodian; and U.S. Bank National Association, as collateral administrator.

 

Ladies and Gentlemen:

 

The Borrower hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the Facility Amount (the “Facility Amount Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected by an increase in the Commitment of KeyBank National Association. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

 

After giving effect to such Facility Amount Increase, the Commitment of KeyBank National Association shall be $105,000,000. For the avoidance of doubt, after giving effect to this Facility Amount Increase, Schedule 1 to the Credit Agreement shall be as set forth on Schedule I attached hereto and made a part hereof.

 

This Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the laws of the state of New York.

 

The Facility Amount Increase shall be effective when the executed consent of the Administrative Agent and each affected Lender is received or otherwise in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to June 28, 2021. It shall be a condition to the effectiveness of the Facility Amount Increase that all expenses referred to in Section 2.15 of the Credit Agreement shall have been paid.

 

The Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.

 

Please indicate the Administrative Agent’s consent to such Facility Amount Increase by signing the enclosed copy of this letter in the space provided below.

 

 

 

  

  Very truly yours,
       
  MC Income Plus Financing SPV LLC
       
  By: Monroe Capital Income Plus  Corporation, as Designated Manager
     
  By: /s/ Aaron Peck
    Name: Aaron Peck
    Title: Managing Director
       
       
  KeyBank National Association
       
  By /s/ Philip G. Turner
    Name Philip G. Turner
    Title Executive Vice President

 

The undersigned hereby consents on this 28th day of June, 2021 to the above-requested Facility Amount Increase.

 

KeyBank National Association, as Administrative Agent

 

By   /s/ Philip G. Turner  
  Name   Philip G. Turner  
  Title Executive Vice President