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 |
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 |
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 |