Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

In connection with the Greenspring Acquisition, the Company entered into a Credit Agreement, dated as of September 20, 2021, among the Company, as initial borrower, the Partnership, as subsequent borrower (the "Subsequent Borrower"), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other lenders party thereto (the "Credit Agreement"). The Credit Agreement provides a $225,000,000 multicurrency revolving credit facility with a five year maturity and includes a sub-facility for the issuance of letters of credit in an amount not to exceed $10,000,000. The Company incurred loans under the Credit Agreement concurrently with the closing of the Greenspring Acquisition to fund the cash portion of the Transaction Consideration. Immediately following such incurrence and the closing of the Greenspring Acquisition, the Company assigned all of its rights and obligations under the Credit Agreement to the Subsequent Borrower and was automatically released of any such rights and obligations (the "Borrower Assignment"). Following such Borrower Assignment, the Subsequent Borrower will be the sole borrower under the Credit Agreement and may at any time incur revolving loans under the Credit Agreement for the purpose of financing general corporate purposes.

The Credit Agreement contains customary events of default, as a result of which the debt may be accelerated, including defaults for a failure to pay interest when due, breaches of financial covenants, insolvency events, or breaches of other covenants under the Credit Agreement.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Amended & Restated Stockholders Agreement

In connection with the transactions contemplated by the Transaction Agreement, the Company entered into an Amended & Restated Stockholders Agreement of StepStone Group Inc. (the "A&R Stockholders Agreement") at the closing of the Greenspring Acquisition on September 20, 2021. The A&R Stockholders Agreement provides for, among other things, (i) an obligation of the former Greenspring equityholders (the "Sellers") that were issued shares of Class A Common Stock of the Company in the Greenspring Acquisition, as well as the former Greenspring equityholders that hold shares of Class A Common Stock, including as a result of the conversion of their Class C Units of the Partnership into Class A Common Stock, to vote their shares of Class A Common Stock in favor of directors nominated by the Class B Committee of the Company in any election of directors of the Company and as otherwise directed by the Class B Committee on any other matter presented to the stockholders of the Company for a vote and (ii) a restriction on transfers of the shares of Class A Common Stock of the Company issued to the Sellers, which restriction shall apply for a maximum of three years, subject to certain exceptions.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the A&R Stockholders Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Ninth Amended & Restated Limited Partnership Agreement

In connection with the transactions contemplated by the Transaction Agreement, the Partnership entered into a Ninth Amended & Restated Limited Partnership Agreement of StepStone Partnership LP (the "A&R Partnership Agreement") at the closing of the Greenspring Acquisition on September 20, 2021. The A&R Partnership Agreement provides the Sellers receiving Class C Units of the Partnership as consideration in the Greenspring Acquisition with substantially the same rights and obligations as are applicable to the existing holders of Class B Units of the Partnership under the Eighth Amended & Restated Limited Partnership Agreement of the Partnership.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the A&R Partnership Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

In connection with the transactions contemplated by the Transaction Agreement, the Company entered into an Amended and Restated Registration Rights Agreement at the closing of the Greenspring Acquisition on September 20, 2021 (the "A&R RRA"). The A&R RRA grants customary registration rights to the Sellers, including demand registration rights, shelf registration rights and piggback registration rights. . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

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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 of this Current Report on Form 8-K under the heading "Credit Agreement" is incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 7.01. Regulation FD Disclosure.

On September 20, 2021, the Company issued a press release announcing the closing of the Greenspring Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The Company intends to file the financial statements of Greenspring required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.



(d) Exhibits



Exhibit
  No.                                    Description

 10.1        Credit Agreement, dated as of September 20, 2021, by and among
           StepStone Group Inc., StepStone Group LP, JPMorgan Chase Bank, N.A., as
           administrative agent and collateral agent, and certain other lenders
           party thereto.

 10.2        Amended & Restated Stockholders Agreement of StepStone Group Inc.,
           dated September 20, 2021, by and among the Company, the Partnership and
           the other parties thereto.

 10.3        Ninth Amended and Restated Limited Partnership Agreement of StepStone
           Group LP, dated September 20, 2021, by and among StepStone Group
           Holdings LLC, as General Partner, and each of the other persons and
           entities party thereto.

 10.4        Amended & Restated Registration Rights Agreement, dated September 20,
           2021, by and among the Company and the other persons and entities party
           thereto.

 10.5        Class C Exchange Agreement, dated as of September 20, 2021, by and
           among the Company, the Partnership and the other persons and entities
           party thereto.

 99.1        Press Release issued by StepStone Group Inc. dated September 20,
           2021.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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