TriplePoint Venture Growth BDC Corp. (Form: 8-K, Received: 01/29/2016 16:33:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 29, 2016 (January 27, 2016)

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

Maryland

814-01044

46-3082016

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150

Menlo Park, California

94025

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 854-2090

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 — Entry into a Material Definitive Agreement.

On January 28, 2016, TriplePoint Venture Growth BDC Corp. (the “ Company ”) issued a press release announcing that it had amended its Receivables Financing Agreement, dated as of February 21, 2014 and as amended on June 30, 2014, July 18, 2014, August 8, 2014 and November 18, 2014 (the “ Credit Facility ”), by executing a letter agreement, dated January 27, 2016 (the “ Amendment ”), by and among TPVG Variable Funding Company LLC, as borrower, Portfolio Financial Servicing Company, as backup collateral manager, Deutsche Bank AG, New York Branch, as administrative agent, Deutsche Bank Trust Company Americas, as paying agent, the lenders from time to time parties thereto, the agents for the lender groups from time to time parties thereto, and U.S. Bank National Association, as custodian. The Amendment (i) reduced the applicable margin above the base rates specified in the Credit Facility from 3.50% to 3.00%, and (ii) extended the revolving period of the Credit Facility from February 21, 2016 to February 21, 2018 and the maturity date of the Credit Facility from February 21, 2017 to February 21, 2019. Borrowings under the Credit Facility are subject to its various covenants and the leverage restrictions contained in the Investment Company Act of 1940, as amended.

A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the Amendment is attached hereto as Exhibit 10.1. The foregoing description is qualified in its entirety by reference to the full text of the press release and the Amendment, which are incorporated herein by reference.

ITEM 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.

ITEM 9.01 — Financial Statements and Exhibits.

d) Exhibits.


Exhibit 10.1		The Amendment to the Credit Facility, dated January 27, 2016.

Exhibit 99.1		Press Release, dated January 28, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TriplePoint Venture Growth BDC Corp.

By:		/s/ James P. Labe
		James P. Labe
		Chief Executive Officer

Date: January 29, 2016

Exhibit 10.1

EXECUTION VERSION

January 27, 2016

TPVG Variable Funding Company LLC

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150

Menlo Park, California 94025

Attention: Sajal Srivastava

Re:

Receivables Financing Agreement dated as of February 21, 2014 (as amended, waived or otherwise modified from time to time prior to the date hereof, the “ Agreement ”) by and among TPVG Variable Funding Company LLC, as borrower (“ Borrower ”), TriplePoint Venture Growth BDC Corp., as collateral manager (“ Collateral Manager ”) and as sole equityholder, Portfolio Financial Servicing Company, as backup collateral manager (“ Backup Collateral Manager ”), U.S. Bank National Association, as custodian (“ Custodian ”), the Agents from time to time party thereto, the Lenders from time to time party thereto, and Deutsche Bank AG, New York Branch, as administrative agent (“ Administrative Agent ”).

Dear Mr. Srivastava:

Reference is made to the Agreement. Capitalized terms used but not specifically defined in this letter agreement shall have the meanings provided for such terms in the Agreement.

The Borrower and the Collateral Manager have requested that the Required Lenders, the Agents and the Administrative Agent agree to make certain amendments as set forth in this letter agreement and such parties have reviewed this request and wish to amend the Agreement as set forth herein. In consideration of the covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

Amendments to Agreement . As of the date of this letter agreement, the following amendments are made to the Agreement:

The definition of “Applicable Margin” in Section 1.1 of the Agreement is hereby amended by deleting “3.50%” where such percentage appears therein and inserting “3.00%” in lieu thereof.

The definition of “Scheduled Revolving Period Termination Date” in Section 1.1 of the Agreement is hereby amended by deleting “February 21, 2016” where such date appears and inserting “ February 21, 2018” in lieu thereof.

The following clause (c) is inserted in Section 18.11 of the Agreement in alphabetical order:

“(c) The provisions of this Section 18.11 shall survive the termination of this Agreement. The provisions of this Section 18.11 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of Section 18.11 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.”

2. Conditions Precedent . This letter agreement shall become effective upon the execution and delivery of this letter agreement by each party hereto.

3. Agreement in Full Force and Effect . Except as specifically amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.

4. Representations . Each of the Borrower and the Collateral Manager severally represents and warrants that all acts, filings and conditions required to be done and performed and to have happened (including, without limitation, the obtaining of necessary governmental approvals) precedent to the entering into of this letter agreement and making it the duly authorized, legal, valid and binding obligation of such party, enforceable in accordance with its terms, have been done, performed and have happened in due and strict compliance with all applicable laws.

5. Miscellaneous .

(a) This letter agreement may be executed in any number of counterparts, each of which, taken together, shall constitute one and the same agreement.

(b) No amendment, modification or waiver of any provision of this letter agreement shall be effective without the written agreement of each of the parties hereto. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c) This letter agreement shall become effective upon the Administrative Agent’s receipt of executed counterparts from each of the other parties hereto.

(d) THIS LETTER AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

[Signature pages follow]


Very truly yours, DEUTSCHE BANK AG, NEW YORK BRANCH , as Administrative Agent and Syndication Agent

By:		/s/ Casey Rust
		Name: Casey Rust
		Title: Vice President


By:		/s/ Shawn Rose
		Name: Shawn Rose
		Title: Vice President

Signature Page to Fifth Amendment to Receivables Financing Agreement


Accepted and Agreed: TPVG VARIABLE FUNDING COMPANY LLC, as Borrower

By:		/s/ Sajal Srivastava
Name: Sajal Srivastava
Title: President

TRIPLEPOINT VENTURE GROWTH BDC CORP. ,


as Collateral Manager and as sole Equityholder

By:		/s/ Sajal Srivastava
Name: Sajal Srivastava
Title: President

Signature Page to Fifth Amendment to Receivables Financing Agreement


DEUTSCHE BANK AG, NEW YORK BRANCH , as Committed Lender and Agent

By:		/s/ Casey Rust
Name:		Casey Rust
Title:		Vice President


By:		/s/ Shawn Rose
Name:		Shawn Rose
Title:		Vice President


KEYBANK NATIONAL ASSOCIATION, as Committed Lender and Agent

By:		/s/ Richard S. Andersen
Name:		Richard S. Andersen
Title:		Designated Signer


EVERBANK COMMERCIAL FINANCE, INC., as Committed Lender and Agent

By:		/s/ John Dale
Name:		John Dale
Title:		Managing Director


ALOSTAR BANK OF COMMERCE, as Committed Lender and Agent

By:		/s/ Brent Layton
Name:		Brent Layton
Title:		Vice President

Signature Page to Fifth Amendment to Receivables Financing Agreement

Exhibit 99.1

LOGO

TriplePoint Venture Growth BDC Corp. Announces Renewal of its Credit Facility

Menlo Park, Calif., January 28, 2016 — TriplePoint Venture Growth BDC Corp. (NYSE: TPVG) (the “Company”), the leading financing provider to venture growth stage companies backed by a select group of venture capital firms in the technology, life sciences and other high growth industries, today announced it has renewed its existing $200 million revolving credit facility (“Credit Facility”). In addition to extending the revolving period of the Credit Facility from February 21, 2016 to February 21, 2018 and the maturity date of the Credit Facility from February 21, 2017 to February 21, 2019, the renewal also included reducing the applicable margin above the base rates specified in the Credit Facility during the revolving period from 3.50% to 3.00%. Deutsche Bank AG, New York Branch serves as administrative agent and as a lender together with KeyBank National Association, EverBank Commercial Lender Finance, Inc., and AloStar Bank of Commerce.

“We appreciate the continued support of our lenders. This renewal adds to our financial strength and flexibility and will help us take advantage of the attractive opportunities we are seeing in the venture lending market,” said Harold Zagunis, chief financial officer of the Company. “In addition, the reduced interest rate, combined with the lack of a LIBOR floor provision, will further benefit our shareholders as it reduces our cost of debt capital.”

A bout TriplePoint Venture Growth BDC Corp.

The Company, the leading financing provider to venture growth stage companies backed by a select group of venture capital firms in the technology, life sciences and other high growth industries, is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. It was formed to expand the venture growth stage business segment of TriplePoint Capital LLC. The Company’s investment objective is to maximize its total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries backed by a select group of leading venture capital investors. More information is available at http://www.tpvg.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Contact

Alan Oshiki or Trevor Martin

Abernathy MacGregor

212-371-5999 / 415-926-7961

aho@abmac.com / trm@abmac.com