Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2022 (the "Effective Date"), Capitala Business Lending, LLC (the
"Borrower"), a direct, wholly owned, consolidated subsidiary of Logan Ridge
Finance Corporation (the "Company"), amended its existing senior secured
revolving credit agreement (the "Amended KeyBank Credit Facility"), with Mount
Logan Management, LLC (the "Investment Adviser"), as collateral manager, the
lenders from time to time parties thereto (each a "Lender"), KeyBank National
Association, as administrative agent, and U.S. Bank National Association, as
Under the Amended KeyBank Credit Facility, the Lenders have agreed to increase
the credit available to the Borrower in an aggregate principal amount of up to
$75.0 million as of the Effective Date, with an uncommitted accordion feature
that allows the Company to borrow up to an additional $125.0 million. The
Amended KeyBank Credit Facility matures on May 10, 2027, unless there is an
earlier termination or event of default.
Borrowings under the Amended KeyBank Credit Facility will bear interest at 1M
Term SOFR plus 2.90% during the 3-year revolving period and 3.25% thereafter,
with 0.40% 1M Term SOFR floor.
The Amended KeyBank Credit Facility is secured by all of the Borrower's assets.
Both the Borrower and the Investment Adviser have made customary representations
and warranties and are required to comply with various covenants, reporting
requirements and other customary requirements for similar credit facilities.
The description above is only a summary of the material provisions of the
Amended KeyBank Credit Facility and is qualified in its entirety by reference to
the copy of the Form of Revolving Credit and Security Agreement, which is filed
as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by
Item 2.02. Result of Operations and Financial Condition.
On May 12, 2022, the Company issued a press release announcing its financial
results for the fiscal quarter ended March 30, 2022. A copy of the press release
is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference into any filing made under the Securities Act of 1933,
as amended (the "Securities Act"), or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 9, 2022, the board of directors (the "Board") of the Company unanimously
voted to appoint Jennifer Kwon Chou as a Class II director of the Company, to
hold office until her successor is elected and qualified, effective immediately.
Ms. Chou accepted the appointment.
Ms. Chou is Managing Director and Chief Strategy Officer of The Gores Group
("Gores"). Ms. Chou has 20 years of strategy and finance experience and
currently oversees firm strategy and the development of new products and
partnerships for Gores. She also has management responsibilities over the firm's
origination, capital raising, external communications, and corporate development
functions. Since joining Gores in 2010, Ms. Chou has been responsible for
raising capital across Gores' funds. Prior to joining Gores, Ms. Chou was a
Director at Sterling Partners, a private equity firm based in Chicago. Prior to
Sterling, she worked in capital markets at Lehman Brothers in New York. She
began her career at Public Financial Management and the Vanguard Group. Ms. Chou
is a graduate of the
University of Pennsylvania and also received an M.B.A. from Northwestern
University's Kellogg School of Management where she was a Robert Toigo Fellow.
Ms. Chou was not appointed pursuant to any arrangement or understanding between
her and any other persons pursuant to which she was selected as a director. As
of the date of this report, Ms. Chou is not a party to and does not participate
in any material plan, contract or arrangement (whether or not written) involving
the Company. Further, Ms. Chou and the Company have not been involved in any
transaction of the type described in Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
10.1 Form of Revolving Credit and Security Agreement, dated as
of May 10, 2022, among Capitala Business Lending, LLC, as
the borrower, Mount Logan Management, LLC, as the collateral
manager, the lenders from to time to time parties thereto,
KeyBank National Association, as the administrative agent,
and U.S. Bank National Association, as the custodian
99.1 Press Release, dated May 12, 2022
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