Item 1.01. Entry into a Material Definitive Agreement.
Notes Offering
As previously disclosed, on
On
The Notes will mature on
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the Notes from a rating agency, as defined in the Indenture, as long as the Notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a "change of control repurchase event," as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date. Further, as of the date of an "interest rate adjustment event", as defined in the Indenture, to and until such date that an interest rate adjustment event is no longer continuing, the Notes will bear interest at the "adjusted interest rate," as defined in the Indenture, which is 0.75% above the stated rate of the Notes.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as an exhibit hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the offering, the Company entered into a Registration Rights
Agreement, dated as of
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Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01.Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 4.1 Fourth Supplemental Indenture, dated as ofOctober 29, 2021 , relating to the 5.25% Notes due 2026, by and between the Company andU.S. Bank National Association , as trustee. 4.2 Form of 5.25% Notes due 2026. (Incorporated by reference to Exhibit 4.1 hereto.) 4.3 Registration Rights Agreement, dated as ofOctober 29, 2021 , by and among the Company and the Purchasers (as defined therein).
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