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): April 21, 2020 (April 17, 2020)
THL Credit, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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814-00789 |
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27-0344947 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
100 Federal Street, 31st Floor,
Boston, MA 02110
(Address of principal executive offices)
Registrant’s telephone number, including area code (800) 450-4424
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
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Title of Each Class |
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Trading |
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Name of Each Exchange |
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Symbols |
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on Which Registered |
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Common Stock, par value $0.001 per share |
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TCRD |
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NASDAQ Global Select Market |
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6.75% Senior Notes due 2022 |
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TCRZ |
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The New York Stock Exchange |
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6.125% Senior Notes due 2023 |
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TCRW |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01. |
Entry into a Material Definitive Agreement |
On April 21, 2020, the Registrant closed the issuance of 5,617,978 shares (the “Shares”) of the Registrant's common stock, par value $0.001 per share (the “Offering”). The Shares were issued under those certain subscription agreements (each, a “Subscription Agreement”), dated April 17, 2020 between the Registrant and each of the purchasers named therein. The offering price of the Shares was $5.34 per Share. After offering expenses, the Registrant received net proceeds of approximately $30.0 million from the Offering.
The Offering is being made pursuant to an effective shelf registration statement on Form N-2 that the Registrant filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2017 (File No. 333-217217), as amended by the Registrant on August 7, 2019 and declared effective by the SEC on August 12, 2019. A prospectus supplement relating to the Offering has been filed with the SEC. A copy of the form of Subscription Agreement is attached as Exhibit 99.1 hereto. A copy of the opinion of Simpson Thacher & Bartlett LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
On March 26, 2020, the Registrant entered into a Standstill Agreement (the “Standstill Agreement”) with THLP Debt Partners, L.P. (“Debt Partners”) in contemplation of the Offering. The Standstill Agreement includes customary limitations on Debt Partners from acquiring additional shares in the Registrant, engaging in the solicitation of proxies, or otherwise seeking to influence the management or control of the Registrant. A copy of the Standstill Agreement is attached as Exhibit 10.1 hereto.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Description
5.1 Opinion of Simpson Thacher & Bartlett LLP
10.1 Standstill Agreement
23.1 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
99.1 Form of Subscription Agreement
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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THL CREDIT, INC. |
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Date: April 21, 2020 |
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By: |
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/S/ TERRENCE W. OLSON |
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Name: |
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Terrence W. Olson |
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Title: |
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Chief Financial Officer, Chief Operating Officer & Treasurer |
Exhibit 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]
April 21, 2020
THL Credit, Inc.
100 Federal Street, 31st Floor
Boston, MA 02110
Ladies and Gentlemen:
We have acted as counsel to THL Credit, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form N-2 (File No. 333-217217) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale of an unspecified amount of shares of common stock, par value $0.001 per share (the “Common Stock”), and other securities of the Company. This opinion relates to the sale by the Company of an aggregate of 5,617,978 shares of Common Stock (the “Shares”) pursuant to those certain subscription agreements, dated April 17, 2020 (collectively, the “Subscription Agreements”), between the Company and each purchaser named therein.
We have examined the Registration Statement; the prospectus dated August 12, 2019 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated April 17, 2020 (together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 497(h) of the rules and regulations of the Commission under the Securities Act; and the Subscription Agreements. In addition, we have examined, and relied as to matters of upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of
officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company with the Commission on April 21, 2020 and to the use of our name under the caption “Legal Matters” in the Prospectus.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
Exhibit 10.1
March 26, 2020
THLP Debt Partners, L.P.
100 Federal Street
Boston, MA 02110
THL Credit, Inc.
100 Federal Street,
31st
Floor
Boston, MA 02110
Re: Investment in THL Credit, Inc.
This standstill agreement (this “Standstill Agreement”), dated as of March 26, 2020, is entered into by and between THL Credit, Inc., a Delaware corporation (the “BDC”) and THLP Debt Partners, L.P., a Delaware limited partnership( “THLPDP”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties, intending to be legally bound, hereby irrevocably and unconditionally represents, warrants, covenants and agrees as follows:
1. Standstill. Except (i) as contemplated by Section 1 of that certain commitment letter agreement, dated as of March 3, 2020, by and among the parties hereto and certain other parties listed on the signature pages thereto (the “Commitment Letter”) and (ii) for any investment in the BDC following the Investment Date (as defined below) as contemplated by Section 1(d) of that certain amended and restated letter agreement, dated as of March 3, 2020, by and among First Eagle Investment Management, LLC, THLPDP and the other parties thereto, without the prior written consent of or invitation to do so by the BDC, from and after the date on which the initial acquisition occurs, pursuant to the Commitment Letter (the “Investment Date”), until December 8, 2021 (the “Standstill Period”), THLPDP shall not (and no person acting on THLPDP's behalf or at THLPDP's direction shall), directly or indirectly take any of the following actions on an unsolicited basis and with activist intent:
(a) acquire, offer to acquire, agree to acquire, or encourage or facilitate the ability of any person to acquire or offer to acquire, whether by means of open market purchase, privately negotiated purchase, tender or exchange offer, merger, business combination, amalgamation, consolidation, reorganization, recapitalization, business restructuring or otherwise, ownership (including, without limitation, beneficial ownership) of (i) more than five percent (5%) of securities having statutory, organic or contractual voting power, whether or not contingent (“Voting Securities”), of the BDC or (ii) a material portion of the assets of the BDC;
(b) initiate, submit to the BDC, or otherwise support or participate in, any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act (whether precatory or binding) or other proposal or stockholder referendum, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” or “consents” (as such terms are defined in Rule 14a-1 under the Exchange Act of 1934 (the “Exchange Act”), including any communication exempt from the definition of “solicitation” pursuant to Rule 14a-1(1)(2)(iv) under the Exchange Act, and irrespective of whether any such solicitation of proxies or consents constitutes an exempt solicitation pursuant to Rule 14a-2 under the Exchange Act) to vote (or to withhold authority in respect of, or to abstain from voting in respect of), or seek to advise or influence any person with respect to the voting of (or the withholding of authority in respect of or abstention from voting of), any Voting Securities or seek to call any meeting of, or trigger any other action
by, any of the BDC’s stockholders or seek any representation on the board of directors of the BDC or any of its affiliates or the removal of any director of the BDC;
(c) make any public announcement with respect to, publicly or privately propose, or otherwise submit to the BDC or any of its representatives or any other person, any proposal, expression or indication of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (with or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, amalgamation, recapitalization, reorganization, business restructuring, divestiture, spin-off, cash or property distribution or other extraordinary transaction involving the BDC; or
(d) form, join or in any way engage or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in respect of any Voting Securities; form, join, become a member of, finance or otherwise participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or otherwise act alone, or in conscious parallelism or in concert with any other person(s), to seek to control or to influence the management, board of directors, business affairs, strategies, policies or existence of the BDC or initiate or otherwise conduct or participate in any discussions or enter into any arrangements, understandings, plans, commitments or agreements (whether oral or written) with, or advise, assist or encourage any person in connection with, any of the foregoing.
2. Severability of Provisions. If any term or other provision of this Standstill Agreement is invalid, illegal or incapable of being enforced as a result of any rule of law or public policy, all other terms and other provisions of this Standstill Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Standstill Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Standstill Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Standstill Agreement are fulfilled to the greatest extent possible.
3. Assignability; Binding Effect. No party hereto may assign either this Standstill Agreement or any of his or its rights, interest, or obligations hereunder, in whole or in part, without the prior written consent of the other parties hereto. This Standstill Agreement shall be binding upon and enforceable by, and shall inure to the benefit of, the parties hereto and their respective successors, heirs, executors, administrators and permitted assigns.
4. Amendments. This Standstill Agreement may not be amended or modified, nor may compliance with any covenant set forth herein be waived, except by a writing duly and validly executed by the BDC and THLPDP.
5. Governing Law. This Standstill Agreement (and any claim or controversy arising out of or relating to this Standstill Agreement) shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.
6. Consent to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Courts in any Proceeding arising out of or relating to this Standstill Agreement or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such Proceeding except in the Delaware Courts; (b) agrees that any claim in respect of any such Proceeding may be heard and determined in any such Delaware Court; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such Delaware Court; and (d) waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such Proceeding in any such Delaware Court. Each party hereto agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
7. Waiver of Jury Trial. EACH PARTY TO THIS STANDSTILL AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS STANDSTILL AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS STANDSTILL AGREEMENT. EACH PARTY TO THIS STANDSTILL AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS; (C) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS STANDSTILL AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.
8. Termination. In the event that the Commitment Letter is terminated prior to the Investment Date for any reason, this Standstill Agreement shall automatically terminate and be void ab initio and without any force or effect and, at such time, no party hereto shall have any obligation hereunder; provided, that this Standstill Agreement shall not terminate with respect to any obligation created hereunder that is not satisfied prior to such termination.
9. Entire Agreement. This Standstill Agreement is complete, reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings.
10. Execution in Counterparts. For the convenience of the parties and to facilitate execution, this Standstill Agreement may be (a) executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document, and (b) executed by electronic PDF file or by electronic signature.
11. No Third Party Beneficiaries. This Standstill Agreement shall not confer any rights or remedies upon any Person other than the parties hereto.
[ Signature Page Follows]
IN WITNESS WHEREOF, this Standstill Agreement has been signed by or on behalf of each of the parties hereto as of the date first written above.
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THL CREDIT, INC. |
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By: /s/ Christopher J. Flynn |
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Name: Christopher J. Flynn |
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Title: Chief Executive Officer |
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THLP DEBT PARTNERS, L.P. |
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By: THLP Debt Advisors, LLC |
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Its: General Partner |
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By: /s/ Thomas M. Hagerty |
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Name: Thomas M. Hagerty |
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Title: Authorized Person |
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[SIGNATURE PAGE TO STANDSTILL AGREEMENT] |
Exhibit 99.1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [ ], 2020, by and between THL CREDIT, INC., a Delaware corporation (the “Company”), and [ ][, a [ ]] (“Purchaser”).
W I T N E S S E T H
WHEREAS, the Company desires to issue, and Purchaser desires to subscribe for, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) upon the terms and conditions as more particularly provided herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and Purchaser hereby agree as follows:
1.1. Purchase and Sale of the Shares. At the Closing (as defined in Section 1.2), the Company shall sell to Purchaser, and Purchaser shall buy from the Company, upon the terms and conditions hereinafter set forth, the number of shares of Common Stock shown (such shares of Common Stock, the “Shares”), and at the purchase price shown, on Exhibit A hereto.
1.2. The Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at 10:00 a.m. (Boston, MA time), on [ ], 2020 (the “Closing Date”) at the Boston, Massachusetts offices of the Company, or at such other time, date and location as the parties shall mutually agree. At the Closing, (a) the aggregate purchase price for the Shares being purchased by Purchaser (the “Purchase Price”) shall be delivered by or on behalf of Purchaser to the Company as more particularly provided in Section 1.3 and (b) the Company shall cause American Stock Transfer and Trust Company LLC, the Company’s transfer agent (the “Transfer Agent”), to deliver to Purchaser the Shares as more particularly provided in Section 1.4.
1.3. Delivery of the Purchase Price. At the Closing, Purchaser shall remit by wire transfer the amount of funds equal to the Purchase Price to the following account designated by the Company:
[—]
ABA #:
[—]
Account Name: [—]
Account Number: [—]
1.4. Delivery of the Shares. Immediately following the delivery to the Company by or on behalf of Purchaser of the Purchase Price in accordance with and pursuant to Section 1.3, the Company shall direct the Transfer Agent to credit Purchaser’s account with the Shares being purchased by Purchaser.
1.5. Ancillary Legal Steps. The parties shall prior to, at, or after the Closing, take all actions necessary, proper or advisable to give full legal effect to the transactions specified in this Agreement, including, without limitation, adoption of resolutions by the appropriate shareholders or boards of directors, issuance of powers of attorneys and proxies, and any notifications, publications or registrations that may be required by law.
1.6. Conditions to the Company’s Obligations. The Company’s obligation to sell and issue the Shares to Purchaser will be subject to the receipt by the Company of the Purchase Price as set forth in Section 1.3 and the accuracy of the representations and warranties made by Purchaser and the fulfillment of those undertakings of Purchaser to be fulfilled prior to the Closing Date.
1.7. Conditions to Purchaser’s Obligations. Purchaser’s obligation to purchase the Shares will be subject to the delivery of the Shares to the Purchaser as set forth in Section 1.4 and the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date.
2.1. Purchaser Representations and Warranties. In connection with the purchase and sale of the Shares, Purchaser represents and warrants to the Company that:
(a) Purchaser is acquiring the Shares for Purchaser’s account and with no view to the distribution thereof. Purchaser has no present intent, agreement, understanding or arrangement to sell, assign or transfer all or any part of the Shares, or any interest therein, to any other person.
(b) Purchaser (i) in connection with its decision to purchase the Shares, relied only upon the Base Prospectus (as hereinafter defined), the Company’s other filings with the U.S. Securities and Exchange Commission (the “Commission”), the Prospectus Supplement (as defined below), and the representations and warranties of the Company contained herein; and (ii) has, without limiting the generality of the foregoing, obtained and read copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March [ ], 2020, and the Company’s Current Report on Form 8-K filed on March [ ], 2020 (such filings, the “Disclosure Package”). Further, Purchaser acknowledges that the Prospectus Supplement was made available to Purchaser before this Agreement (or any contractual obligation of Purchaser to purchase the Shares) will be deemed to be effective.
(c) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.
(d) Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.
2.2. Company Representations and Warranties. In connection with the purchase and sale of the Shares, the Company represents and warrants to Purchaser that:
(a) All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken. This Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.
(b) When issued and paid for pursuant to the terms hereof, the Shares to be sold hereunder by the Company will be validly issued and outstanding, fully paid and non-assessable shares of Common Stock.
(c) The offering and sale of the Shares hereunder are being made pursuant to (i) an effective Registration Statement on Form N-2 (File No. 333-217217), initially filed with the Commission on April 7, 2017, as amended by Pre-Effective Amendment No. 1 and Post-Effective Amendments Nos. 1 through 5 (including the Prospectus contained therein (the “Base Prospectus”), the “Registration Statement”), (ii) the Disclosure Package, and (iii) a Prospectus Supplement dated the date hereof containing certain
supplemental information regarding the Shares and terms of such offering and sale, including the information set forth on Exhibit A (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Company’s knowledge, no proceedings for that purpose have been initiated or threatened by the Commission or any other governmental authority.
ARTICLE III
GENERAL PROVISIONS
3.1. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and Purchaser hereby will survive the execution of this Agreement, the delivery to Purchaser of the Shares and the payment by Purchaser of the Purchase Price therefor for a period of one year.
3.2. Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
3.3. Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Purchaser.
3.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute a single agreement.
[remainder of page blank; signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement on the date first written above.
COMPANY:
THL CREDIT, INC.
By:
Name: Terrence W. Olson
Title: Chief Operating Officer and Chief Financial Officer
PURCHASER:
[ ]
By:
Name:
Title:
EXHIBIT A
TO SUBSCRIPTION AGREEMENT
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Number of Shares |
Price Per Share |
Aggregate Purchase Price |
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$ [ ] |
[ ] |