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): December 22, 2021 (December 16, 2021)
NMF SLF I, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-56123 | 83-3291673 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
1633 Broadway, 48th Floor, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 720-0300
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 |
| N/A | 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 (§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 x
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 December 16, 2021, NMF SLF I SPV, L.L.C. (the “SPV”), a wholly-owned subsidiary of NMF SLF I, Inc. (the “Company”), entered into a Joinder Supplement (together with the schedules thereto, the “Joinder Supplement”), which supplements the Loan and Security Agreement, dated as of December 23, 2020 (the “Original Closing Date”), by and among the SPV, as the Borrower (the “Borrower”), New Mountain Finance Advisers BDC, L.L.C., as the collateral manager, the Company, as the equityholder (the "Equityholder") and the seller (the "Seller"), each of the lenders from time to time party thereto and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent and collateral custodian, as amended by Amendment No. 1, dated June 29, 2021, as modified by the Joinder Supplement, and as further amended, restated, supplemented or otherwise modified, extended or replaced from time to time (the "Loan and Security Agreement"). Pursuant to the Loan and Security Agreement, the Borrower acquires or originates certain commercial loans and debt securities ("Collateral Obligations") and finances the acquisition or origination of such Collateral Obligations by borrowing funds.
The SPV and Wells Fargo entered into the Joinder Supplement to evidence that Wells Fargo will increase its commitment as lender under the Loan and Security Agreement by $100,000,000. As of the effective date of the Joinder Supplement, the commitment of Wells Fargo as lender is $450,000,000. The other terms of the Loan and Security Agreement remain unchanged. The Revolving Period End Date (as defined in the Loan and Security Agreement) under the Loan and Security Agreement continues to be scheduled to occur on the three-year anniversary of the Closing Date and the Facility Maturity Date (as defined in the Loan and Security Agreement) under the Loan and Security Agreement continues to be scheduled to occur on the two-year anniversary of the Revolving Period End Date.
The description above is only a summary of the material provisions of the Joinder Supplement, it does not purport to be complete and is qualified in its entirety by reference to the provisions in such agreement, a copy of which is attached hereto as Exhibit 10.1.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Joinder Supplement, dated as of December 16, 2021, by and among NMF SLF I SPV, L.L.C. and Wells Fargo. |
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.
| NMF SLF I, INC. | ||
| By: | /s/ Karrie J. Jerry | |
| Name: | Karrie J. Jerry | |
| Title: | Corporate Secretary | |
Date: December 22, 2021
Exhibit 10.1
EXECUTION VERSION
JOINDER SUPPLEMENT
JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, NMF SLF I SPV, L.L.C., as the borrower (the “Borrower”), and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”).
WHEREAS, this Joinder Supplement is being executed and delivered under Section 2.1(c) of the Loan and Security Agreement, dated as of December 23, 2020 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among NMF SLF I SPV, L.L.C., as the borrower (the “Borrower”), New Mountain Finance Advisers BDC, L.L.C., as the collateral manager (in such capacity, the “Collateral Manager”), NMF SLF I, Inc., as the seller and as the equityholder (in such capacity, the “Equityholder”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Capitalized terms used but not defined herein shall have the meaning provided in the Loan and Security Agreement; and
WHEREAS, the party set forth in Item 2 of Schedule I hereto (the “Proposed Lender”) wishes to increase its Commitment as a Lender party to the Loan and Security Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
(a) Upon receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower and the Administrative Agent, the Administrative Agent will transmit to the Proposed Lender and the Borrower, a Joinder Effective Notice, substantially in the form of Schedule III to this Joinder Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth, inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective (the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Lender shall be a Lender party to the Loan and Security Agreement with the increased Commitment set forth in Schedule I hereto for all purposes thereof.
(b) Each of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Joinder Supplement.
(c) By executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent and the other Lenders as follows: (i) none of the Administrative Agent and the other Lenders makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Loan and Security Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan and Security Agreement or any other instrument or document furnished pursuant thereto, or the Collateral (as defined under the Loan and Security Agreement) or the financial condition of the Seller, the Collateral Manager or the Borrower, or the performance or observance by the Seller, the Collateral Manager or the Borrower of any of their respective obligations under the Loan and Security Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan and Security Agreement; (iv) the Proposed Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan and Security Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Loan and Security Agreement; and (v) the Proposed Lender agrees (for the benefit of the parties hereto and the other Lenders) that it will perform in accordance with their terms all of the obligations which, by the terms of the Loan and Security Agreement, are required to be performed by it as a Lender.
(d) By executing and delivering this Joinder Supplement, the Proposed Lender certifies to the Administrative Agent and the other Lenders that it is an Approved Lender.
(e) Schedule II hereto sets forth administrative information with respect to the Proposed Lender.
(f) This Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.
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SCHEDULE I TO
JOINDER SUPPLEMENT
COMPLETION OF INFORMATION AND
SIGNATURES FOR JOINDER SUPPLEMENT
| Re: | Loan and Security Agreement, dated as of December 23, 2020 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among by and among NMF SLF I SPV, L.L.C., as the borrower (the “Borrower”), New Mountain Finance Advisers BDC, L.L.C., as the collateral manager (in such capacity, the “Collateral Manager”), NMF SLF I, Inc., as the seller and as the equityholder (in such capacity, the “Equityholder”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. |
| Item 1: | Date of Joinder Supplement: | December 16, 2021 |
| Item 2: | Proposed Lender: | Wells Fargo Bank, National Association |
| Item 3: | Commitment Increase: | $100,000,000 |
| Item 4: | Total Commitment: | $450,000,000 |
| Item 5: | Signatures of Parties to Agreement: |
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| WELLS FARGO BANK, NATIONAL ASSOCIATION, as | ||
| Proposed Lender | ||
| By: | ||
| Name: | ||
| Title: | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
| as Administrative Agent | ||
| By: | ||
| Name: | ||
| Title: | ||
| -4- |
| NMF SLF I SPV, L.L.C., as Borrower | ||
| By: | New Mountain Finance Advisers BDC, L.L.C., its manager | |
| By: | ||
| Name: | ||
| Title: | ||
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SCHEDULE II TO
JOINDER SUPPLEMENT
ADDRESS FOR NOTICES
AND
WIRE INSTRUCTIONS
Already on file (Wells Fargo Bank, National Association is an existing Lender)
| -6- |
SCHEDULE III TO
JOINDER SUPPLEMENT
JOINDER EFFECTIVE NOTICE
| To: | Wells Fargo Bank, National Association, as Administrative Agent and Proposed Lender NMF SLF I SPV, L.L.C., as Borrower |
This Joinder Effective Notice is delivered to you pursuant to Section (a) of the Joinder Supplement by the undersigned, as Administrative Agent under the Loan and Security Agreement, dated as of December 23, 2020 (as amended, modified, supplemented or restated from time to time, the “Loan and Security Agreement”), by and among NMF SLF I SPV, L.L.C., as the borrower (the “Borrower”), New Mountain Finance Advisers BDC, L.L.C., as the collateral manager (in such capacity, the “Collateral Manager”), NMF SLF I, Inc., as the seller and as the equityholder (in such capacity, the “Equityholder”), Wells Fargo Bank, National Association, as the Administrative Agent, each of the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as the Collateral Custodian. Terms defined in such Joinder Supplement are used herein as therein defined.
Pursuant to such Joinder Supplement, you are advised that the Joinder Effective Date for Wells Fargo Bank, National Association will be December 16, 2021 with an increase in its Commitment of $100,000,000.
| Very truly yours, | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent | ||
| By: | ||
| Name: | ||
| Title: | ||
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