Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2022, Horizon Technology Finance Corporation (the "Company")
completed a securitization of secured loans with an aggregate unpaid principal
balance of approximately $158 million. Horizon Funding Trust 2022-1 (the
"Issuer"), a newly formed wholly owned subsidiary of the Company, issued $100
million in aggregate principal amount of fixed-rate asset-backed notes (the
"Notes"), which are rated A by a rating agency. KeyBanc Capital Markets Inc.
("KeyBanc Capital Markets") acted as initial purchaser of the Notes, and the
Company is the sponsor, seller and servicer for the transaction. The Notes bear
interest at a fixed rate of 7.56% per annum and have a stated maturity of
November 15, 2030. The Notes have not been, and will not be, registered under
the Securities Act of 1933, as amended (the "Securities Act"), or any state
"blue sky" laws and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission or an applicable
exemption from registration.
The Notes were issued by the Issuer pursuant to a note purchase agreement, dated
as of October 26, 2022 (the "Note Purchase Agreement"), by and among the
Company, Horizon Funding 2022-1 LLC, as trust depositor (the "Trust Depositor"),
the Issuer and KeyBanc Capital Markets, as initial purchaser, and are backed by
a pool of loans made to certain portfolio companies of the Company and secured
by certain assets of such portfolio companies. The pool of loans is to be
serviced by the Company. In connection with the issuance and sale of the Notes,
the Company has made customary representations, warranties and covenants in the
note purchase agreement. The Notes are secured obligations of the Issuer and are
non-recourse to the Company.
As part of the transaction, the Company entered into a sale and contribution
agreement, dated as of November 9, 2022 (the "Sale and Contribution Agreement"),
with the Trust Depositor pursuant to which the Company has agreed to sell or has
contributed to the Trust Depositor certain secured loans made to certain
portfolio companies of the Company (the "Loans"). The Company has made customary
representations, warranties and covenants in the Sale and Contribution Agreement
with respect to the Loans as of the date of the transfer of the Loans to the
Trust Depositor. The Company has also entered into a sale and servicing
agreement, dated as of November 9, 2022 (the "Sale and Servicing Agreement"),
with the Trust Depositor, the Issuer, U.S. Bank Trust Company, National
Association, as the trustee, and U.S. Bank National Association, as the backup
servicer, custodian and securities intermediary pursuant to which, among other
things, the Trust Depositor has agreed to sell or has contributed the Loans to
the Issuer. The Company has made customary representations, warranties and
covenants in the Sale and Servicing Agreement. The Company will also serve as
administrator to the Issuer pursuant to an administration agreement, dated as of
November 9, 2022 (the "Administration Agreement"), with the Issuer, Wilmington
Trust, National Association, and U.S. Bank Trust Company, National Association.
The Issuer also entered into an indenture, dated as of November 9, 2022 (the
"Indenture"), which governs the Notes and includes customary covenants and
events of default. In addition, the Trust Depositor entered into an amended and
restated trust agreement, dated as of November 9, 2022 (the "Amended and
Restated Trust Agreement", together with the Note Purchase Agreement, the Sale
and Contribution Agreement, the Sale and Servicing Agreement, the Administration
Agreement, and the Indenture, the "Agreements"), with Wilmington Trust, National
Association, which includes customary representations, warranties and covenants.
The Notes were sold through an unregistered private placement to "qualified
institutional buyers" in compliance with the exemption from registration
provided by Rule 144A under the Securities Act and to institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) who, in each case, are "qualified purchasers" for purposes of Section
3(c)(7) under the Investment Company Act of 1940, as amended.
The Company will use the proceeds of the private placement of the Notes to repay
its outstanding principal balance under its revolving credit facility (the
"Credit Facility") with KeyBank National Association and for working capital
purposes. As of November 9, 2022, there was $87,500,000 in outstanding principal
amounts under the Credit Facility, which is subject to customary covenants and
obligations. At November 9, 2022, the Credit Facility had an interest rate of
7.25%. The stated maturity date of the Credit Facility is June 22, 2026.
The descriptions of the Agreements contained in this current report on Form 8-K
are qualified in their entirety by reference to copies of the Agreements, which
are filed as Exhibits 10.1 through 10.6 to this current report on Form 8-K and
incorporated by reference herein.
On November 9, 2022, the Company issued a press release announcing the
completion of the securitization, a copy of which is attached hereto as Exhibit
99.1.
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 to this Item
2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
10.1 Note Purchase Agreement, dated as of
October 26, 2022, by and among the
Company, Horizon Funding Trust 2022-1,
the issuer, Horizon Funding 2022-1 LLC,
the trust depositor, and KeyBanc
Capital Markets Inc., as initial
purchaser.
10.2 Indenture, dated as of November 9,
2022, by and among Horizon Funding
Trust 2022-1, as the issuer, U.S. Bank
National Association, as the trustee,
and U.S. Bank National Association, as
the securities intermediary.
10.3 Sale and Contribution Agreement,
dated as of November 9, 2022, by and
among the Company, as the seller, and
Horizon Funding 2022-1 LLC, as the
trust depositor.
10.4 Sale and Servicing Agreement, dated
as of November 9, 2022, by and among
the Company, as the seller and as the
servicer, Horizon Funding Trust 2022-1,
as the issuer, Horizon Funding 2022-1
LLC, as the trust depositor, U.S. Bank
Trust Company, National Association, as
the trustee, and U.S. Bank National
Association, as backup servicer,
custodian and securities
intermediary.
10.5 Administration Agreement, dated as of
November 9, 2022, by and among Horizon
Funding Trust 2022-1, as issuer, the
Company, as administrator, Wilmington
Trust, National Association, as owner
trustee, and U.S. Bank Trust Company,
National Association, as trustee.
10.6 Amended and Restated Trust Agreement,
dated as of November 9, 2022, by and
among Horizon Funding 2022-1 LLC, as
the trust depositor, and Wilmington
Trust, National Association, as the
owner trustee.
99.1 Press Release dated November 14,
2022.
104 Cover Page Interactive Data File
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