Item 1.01 Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 7, 2021, Main Street Capital Corporation ("Main Street") entered into
an omnibus amendment (the "Omnibus Amendment") to the Third Amended and Restated
Credit Agreement dated as of June 5, 2018, as amended by first amendment thereto
dated as of May 28, 2020 (the "Credit Agreement"), among Main Street, as
borrower, Main Street Capital Partners, LLC, Main Street Equity Interests, Inc.,
Main Street CA Lending, LLC and MS International Holdings, Inc., as guarantors,
Truist Bank ("Truist"), Sumitomo Mitsui Banking Corporation, Frost Bank, Texas
Capital Bank, N.A., Royal Bank of Canada, Zions Bancorporation, N.A. dba Amegy
Bank, Hancock Whitney Bank, Veritex Community Bank, BancorpSouth Bank, Cadence
Bank, N.A., Trustmark National Bank, CIT Bank, N.A., Comerica Bank, Raymond
James Bank, N.A., BOKF, NA dba Bank of Texas, City National Bank, First National
Bank of Pennsylvania, and Woodforest National Bank, collectively as lenders,
solely with respect to Section 2 of the Omnibus Amendment, First Financial Bank,
N.A., as withdrawing lender, and Truist, as administrative agent. The Omnibus
Amendment also amends the Third Amended and Restated General Security Agreement,
dated as of June 5, 2018 (the "Security Agreement"), and the Third Amended and
Restated Equity Pledge Agreement, dated as of June 5, 2018 (the "Pledge
Agreement").
Under the Omnibus Amendment, among other changes, (i) revolving commitments by
lenders were increased to $855,000,000 (the "Credit Facility"), and Main Street
has the right to request an increase in commitments under the Credit Facility
from new and existing lenders on the same terms and conditions as the existing
commitments up to a total of $1,200,000,000, subject to certain conditions,
(ii) the revolving period under the Credit Facility was extended to April 7,
2025 and the final maturity date of the Credit Facility was extended to April 7,
2026 and (iii) the financial covenants were amended to (x) remove the minimum
availability requirement, (y) establish a new financial covenant requiring Main
Street to maintain a minimum asset coverage ratio of 200% with respect to the
consolidated assets (with certain limitations on the contribution of equity in
financing subsidiaries as specified therein) of Main Street and the guarantors
to the secured debt of Main Street and the guarantors and (z) establish a new
minimum liquidity test. The Omnibus Amendment also included several other
changes to the Credit Facility, including LIBOR transition provisions, and
technical changes to the Security Agreement and the Pledge Agreement.
Affiliates of Truist, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation,
Raymond James Bank, N.A., Comerica Bank, ZB, N.A. dba Amegy Bank, and other
lenders under the Credit Facility, may from time to time receive customary fees
and expenses in the performance of investment banking, financial advisory or
other services for Main Street.
The above summary is not complete and is qualified in its entirety to the full
text of the Omnibus Amendment and related documents, which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 8, 2021, Main Street issued a press release. A copy of such press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information disclosed under this Item 7.01, 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, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Omnibus Amendment No. 1, dated as of April 7, 2021, by and among
Main Street, the guarantors party thereto, Truist Bank, as
administrative agent, solely with respect to Section 2 thereof, the
withdrawing lender, and the lenders party thereto.
99.1 Press release dated April 8, 2021
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