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):
March 29, 2019
Flat
Rock Capital Corp.
(Exact
Name of Registrant as Specified in its Charter)
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Maryland
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000-55767
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82-0894786
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification Number)
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1350
6
th
Avenue, 18
th
Floor
New
York, NY 10019
(Address
of Principal Executive Offices, Zip Code)
(212)
596-3413
(Registrant’s
telephone number, including area code)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
3.02
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Unregistered
Sales of Equity Securities
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On
March 29, 2019, Flat Rock Capital Corp. (the “Company”) accepted subscriptions for 45,638.95 shares of its common
stock, par value $0.001 per share (the “Common Stock”), at $19.72 per share, for aggregate proceeds of approximately
$900,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Stock.
The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant
to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The Company has not engaged in general solicitation or advertising
with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such
issuance and sale.
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Item
7.01
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Regulation
FD Disclosure
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On
March 28, 2019, the board of directors of the Company (the “Board”) approved a distribution reinvestment plan (the
“DRIP”). The DRIP will be effective as of, and will first apply to the reinvestment of cash distributions paid on
or after, May 1, 2019. Under the DRIP, cash distributions paid to participating stockholders will be reinvested in additional
shares of common stock of the Company (the “Shares”) at a price equal to the net asset value per share of the Shares
as of such date. New stockholders of the Company on or after May 1, 2019 will be participating stockholders in the DRIP unless
they affirmatively decline participation in the DRIP. Existing stockholders of the Company prior to May 1, 2019 will be given
the opportunity to participate in the DRIP.
The
information set forth above with respect to the DRIP does not purport to be complete in scope and is qualified in its entirety
by the full text of the DRIP, which is filed as Exhibit 4.1 hereto and is incorporated into this Current Report on Form 8-K by
reference thereto.
On
March 28, 2019, the Board declared an increase in its monthly distribution to $0.111 per share for the months ended April
30, 2019 and May 31, 2019. The Company previously paid monthly distributions in the amount of $0.108 per share since the Company
commenced operations in 2017. The distributions will be paid on May 6, 2019 and June 6, 2019 to shareholders of record as of the
close of business on April 26, 2019 and May 26, 2019, respectively. The press release regarding the distributions is filed as
Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
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.
Dated:
April 5, 2019
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Flat Rock Capital Corp.
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By:
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/s/ Robert K. Grunewald
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Name:
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Robert K. Grunewald
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Title:
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Chief Executive Officer
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2
Exhibit 4.1
FLAT ROCK CAPITAL CORP.
DISTRIBUTION REINVESTMENT PLAN
Effective May 1, 2019
This DISTRIBUTION REINVESTMENT
PLAN (“
Plan
”) is adopted by Flat Rock Capital Corp., a Maryland corporation (the “
Corporation
”),
with respect to distributions declared by its board of directors (the “
Board
”) on its shares of common
stock, $0.001 par value per share (the “
Shares
”).
1. Each stockholder
of record on or after the date of the Plan’s adoption shall be automatically enrolled in the Plan, unless and until an election
is made to withdraw from the Plan on behalf of a such participating stockholder and except that a stockholder may only participate
in the Plan, and sales to a stockholder under the Plan may only occur, if the Corporation maintains its registration, or an exemption
from registration is available, in the stockholder’s state of residence. Stockholders of record prior to May 1, 2019 (“
Pre-Existing
Stockholders
”) may elect to participate in the Plan by completing a supplemental subscription document for this purpose.
Stockholders of record on or after May 1, 2019 and Pre-Existing Stockholders that have elected to participate in the Plan are referred
to as “
DRIP Stockholders
” herein. DRIP Stockholders who do not wish to have the Corporation’s income
dividends or capital gains or other distributions (each a, “
Distribution
” and collectively, “
Distributions
”),
net of any applicable U.S. withholding tax, automatically reinvested shall notify DST Systems, Inc., the Corporation’s transfer
agent (the “
Plan Administrator
”), in writing. Such written notice must be received by the Plan Administrator
no later than 30 days prior to the record date of the Distribution. The Plan Administrator will apply all Distributions declared
and paid in respect of the Shares held by any DRIP Stockholder and designated for inclusion in the Plan, including the Distributions
paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of Shares of the same class for such
DRIP Stockholder directly. A DRIP Stockholder may designate all or a portion of his or her shares for inclusion in the Plan, provided
that the Distributions will be reinvested only with respect to Shares under the Plan.
2. Subject to the Board’s
discretion and applicable legal restrictions, the Corporation intends to authorize and declare ordinary cash distributions on a
monthly basis or on such other date or dates as may be fixed from time to time by the Board to stockholders of record as of the
close of business on the record date for the Distribution involved. The Corporation intends to pay such ordinary cash distributions
on a monthly basis.
3. The Corporation
shall use newly-issued Shares to implement the Plan. The number of newly-issued Shares to be issued to a DRIP Stockholder shall
be determined by dividing the total dollar amount of the Distribution payable to such DRIP Stockholder by the net asset value per
Share of the applicable class. There will be no commissions or other sales charges on Shares issued to a DRIP Stockholder.
4. The Plan Administrator
will set up an account for Shares acquired pursuant to the Plan for each DRIP Stockholder enrolled in the Plan (each a “
Participant
”).
The Plan Administrator may hold each Participant’s Shares, together with the Shares of other Participants, in non-certificated
form in the Plan Administrator’s name or that of its nominee. If a Participant’s Shares are held by a broker or other
financial intermediary, the Participant may “opt in” to the Plan by notifying its broker or other financial intermediary
of its election.
5. The Plan Administrator
will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business
days after the date thereof. Distributions on fractional shares will be credited to each Participant’s account. In the event
of termination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional
interest in cash at the current offering price of the Corporation’s Shares in effect at the time of termination.
6. Shares issued pursuant
to the Plan will have the same voting rights as the Shares issued pursuant to the Corporation’s private offering. The Plan
Administrator will forward to each Participant any Corporation-related proxy solicitation materials and each Corporation report
or other communication to DRIP Stockholders, and will vote any Shares held by it under the Plan in accordance with the instructions
set forth on proxies returned by Participants to the Corporation.
7. In the event that
the Corporation makes available to its DRIP Stockholders rights to purchase additional Shares or other securities, the Shares held
by the Plan Administrator for each Participant under the Plan will be used in calculating the number of rights to be issued to
the Participant.
8. The Plan Administrator’s
service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.
9. Each Participant
may terminate his, her or its account under the Plan by filling out the transaction request form located at the bottom of the Participant’s
Plan statement and sending it to the Plan Administrator at P.O. Box 219238, Kansas City, Missouri 64121, or by calling the
Plan Administrator at (844) 292-0365. Such termination will be effective immediately if the Participant’s notice is received
by the Plan Administrator at least 2 days prior to any Distribution record date; otherwise, such termination will be effective
only with respect to any subsequent Distribution. The Plan may be terminated by the Corporation upon notice in writing mailed to
each Participant at least 30 days prior to any record date for the payment of any Distribution by the Corporation. Upon any termination,
the Plan Administrator will credit the Participant’s account for the full Shares held for the Participant under the Plan
and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant.
10. These terms and
conditions may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with
applicable law or the rules or policies of the U. S. Securities and Exchange Commission or any other regulatory authority, only
by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or
supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator
receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include an appointment
by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority
to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment
of any agent for the purpose of receiving Distributions, the Corporation will be authorized to pay to such successor agent, for
each Participant’s account, all Distributions payable on Shares of the Corporation held in the Participant’s name or
under the Plan for retention or application by such successor agent as provided in these terms and conditions.
11. The Plan Administrator
will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance
of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall
not be liable for loss or damage due to errors, unless such error is caused by the Plan Administrator’s negligence, bad faith,
or willful misconduct or that of its employees or agents.
12. These terms and
conditions shall be governed by the laws of the State of New York.
Exhibit 99.1
1350 6
th
Avenue, 18
th
Floor
New York, NY 10019
Contact information:
Investor Relations
Flat Rock Global, LLC
Telephone: (212) 596-3421
Flat Rock Capital Corp. Increases Dividend
Flat Rock Capital Corp. (“Flat Rock
Capital” or “the Company”), a business development company, today announced that its Board of Directors has declared
an increase in its monthly dividend to $0.111 per share for the months of April & May.
This increase follows seventeen consecutive
months of dividends at a rate of $0.108 per share since the Company’s inception in 2017. The dividends will be paid
on May 6, 2019 and June 6, 2019 to shareholders of record as of the close of business on April 26, 2019 and May 26, 2019, respectively.
“The increased scale of the fund and
continued high quality of our senior secured first lien asset base has enabled us to generate strong investment income while maintaining
a stable net asset value,” said Robert K. Grunewald, Chairman and Chief Executive Officer of Flat Rock Capital.
The Board of Directors of Flat Rock Capital
also approved a dividend reinvestment plan (“DRIP”). Effective May 1, 2019 shareholders will now have the option to
receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s dividend reinvestment
plan (“DRIP”). Flat Rock Capital shareholders who hold their shares with a custodian must affirmatively instruct their
custodians prior to the record date if they prefer to receive this dividend and future dividends in common stock.
About Flat Rock Capital Corp.:
Flat Rock Capital is a private credit fund
providing financing solutions to U.S. middle market businesses. The Company invests exclusively in first lien, floating rate loans
to provide financing for change of ownership transactions, strategic acquisitions, recapitalizations and growth initiatives in
partnership with business owners, management teams and financial sponsors. Flat Rock Capital's objective is to preserve
capital while generating current income for its investors. Flat Rock Capital has elected to be regulated as a business
development company ("BDC") under the Investment Company Act of 1940 and is externally-managed by Flat Rock Global,
LLC, an SEC-registered investment advisor focusing on credit-driven strategies.
About Flat Rock Global, LLC:
Flat Rock Global, an affiliate of Western Asset,
is an alternative credit manager focused on delivering yield driven investment strategies by investing in less efficient sectors
of the market. Flat Rock funds are available exclusively to RIAs, Family Offices, and Institutional Investors. Flat
Rock Global is also the investment advisor to Flat Rock Opportunity Fund, an interval fund investing predominantly in CLO equity.
To learn more about the firm and our funds,
please visit www.flatrockglobal.com
For any inquiries regarding the release, please
contact our investor relations team at info@flatrockglobal.com or (212) 596-3421.