Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2022, in connection with a previously announced public offering,
Horizon Technology Finance Corporation (the "Company") and U.S. Bank Trust
Company, National Association, as trustee (the "Trustee"), entered into a Fourth
Supplemental Indenture (the "Fourth Supplemental Indenture") to the Indenture,
dated March 23, 2012, between the Company and the Trustee (together with the
Fourth Supplemental Indenture, the "Indenture"). The Fourth Supplemental
Indenture relates to the Company's issuance, offer and sale of $50.0 million in
aggregate principal amount of its 6.25% Notes due 2027 (the "Notes").
The Notes will mature on June 15, 2027, unless previously redeemed or
repurchased in accordance with their terms. The interest rate of the Notes is
6.25% per year and will be paid quarterly in arrears on March 30, June 30,
September 30 and December 30 of each year, commencing September 30, 2022. The
Notes are the Company's direct unsecured obligations and rank pari passu with
the Company's existing and future unsecured, unsubordinated indebtedness,
including the Company's 4.875% Notes due 2026 (the "2026 Notes"); senior to any
series of preferred stock that the Company may issue in the future; senior to
any of the Company's future indebtedness that expressly provides it is
subordinated to the Notes; effectively subordinated to all of the Company's
existing and future secured indebtedness (including indebtedness that is
initially unsecured to which the Company subsequently grants security), to the
extent of the value of the assets securing such indebtedness, including, without
limitation, borrowings under the Company's revolving credit facility with
KeyBank National Association (the "Key Facility"), the Company's secured credit
facility with New York Life Insurance Company (the "NYL Facility," together with
the Key Facility, the "Credit Facilities"), and the 2019-1 Securitization; and
structurally subordinated to all existing and future indebtedness and other
obligations of any of the Company's existing or future subsidiaries.
The Notes may be redeemed in whole or in part at any time or from time to time
at our option on or after June 15, 2024, upon not less than 30 days nor more
than 60 days written notice by mail prior to the date fixed for redemption
thereof, at a redemption price of $25 per Note plus accrued and unpaid interest
payments otherwise payable for the then-current quarterly interest period
accrued to the date fixed for redemption.
The Indenture contains certain covenants, including covenants requiring the
Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of
the Investment Company Act of 1940, as amended (the "1940 Act"), or any
successor provisions, to comply with Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not
the Company continues to be subject to such provisions of the 1940 Act, but
giving effect, in either case, to any exemptive relief granted to the Company by
the Securities and Exchange Commission (the "SEC") and certain other exceptions,
and to provide financial information to the holders of the Notes and the Trustee
if the Company should no longer be subject to the reporting requirements under
the Securities Exchange Act of 1934, as amended. These covenants are subject to
important limitations and exceptions that are set forth in the Indenture.
The Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Company's registration statement
on Form N-2 (Registration No. 333-255716) previously filed with the SEC, as
supplemented by a preliminary prospectus supplement dated June 8, 2022 and
a final prospectus supplement dated June 8, 2022. This Current Report on
Form 8-K shall not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or other jurisdiction. The transaction closed on June 8, 2022.
The Company intends to use the net proceeds of this offering to repay
indebtedness (which may include the Key Facility) and for the general corporate
purposes of us and our subsidiaries. Pending such use, we may use the net
proceeds to invest the net proceeds of this offering to temporarily repay
borrowings under our Credit Facilities or may invest the net proceeds primarily
in cash, cash equivalents, U.S. Government securities and high-quality debt
investments that mature in one year or less from the date of investment.
The foregoing descriptions of the Fourth Supplemental Indenture and the Notes do
not purport to be complete and are qualified in their entirety by reference to
the full text of the Fourth Supplemental Indenture and the form of global note
representing the Notes, respectively, each filed or incorporated by reference as
exhibits 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 set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Exhibit
4.1 Indenture, dated as of March 23, 2012, between the Registrant and
U.S. Bank National Association (Incorporated by reference to Exhibit
(d)(7) of the Company's Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2, File No. 333-178516, filed on
March 23, 2012).
4.2 Fourth Supplemental Indenture, dated as of June 15, 2022 between the
Registrant and U.S. Bank Trust Company, National Association.
4.3 Form of Global Note (included in Exhibit 4.2).
5.1 Opinion of Dechert LLP.
23.1 Consent of Dechert LLP (included in Exhibit 5.1 hereto).
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HORIZON TECHNOLOGY FINANCE CORPORATION 
