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): August 13, 2019

 

TriLinc Global Impact Fund, LLC

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-55432

36-4732802

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1230 Rosecrans Avenue, Suite 605

Manhattan Beach, CA

 

90266

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 997-0580

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 (see General Instructions 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))

 

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 ) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

 

 

 

ITEM 8.01.  AMENDMENT TO UNIT REPURCHASE PROGRAM.

 

On August 9, 2019, the board of managers (the “Board”) of TriLinc Global Impact Fund, LLC (the “Company”) approved the Fourth Amended and Restated Unit Repurchase Program (the “Amended URP”). The Company amended the basis on which it will honor repurchase requests in the event repurchase requests exceed the existing limitations of the program beginning with redemption requests to be processed for the third quarter of 2019, on September 30, 2019 (the “URP Effective Date”).

Subject to the limitations of the Amended URP, beginning on the URP Effective Date, if the Company cannot repurchase all units presented for repurchase in any quarter because of the limitations on repurchases set forth in the program, then the Company will honor repurchase requests in the following order of priority (unless the Company’s board of managers determines that the Company will not repurchase units in that quarter):

 

•

first, the Company will repurchase units pursuant to repurchase requests made in connection with the death or disability of a unitholder (or on a pro rata basis among such requests if less than all of such death or disability requests can be satisfied);

 

•

second,  the Company will repurchase units pursuant to any repurchase request that has been carried over from one or more previous quarterly periods where the value of the units that have not yet been repurchased pursuant to such request (with the value calculated as the number of units multiplied by the estimated net asset value per unit for units of that class, as most recently disclosed by the Company in a filing with the SEC) is less than $2,500 (or on a pro rata basis among such requests if less than all of such requests carried over from prior periods can be satisfied); and

 

•

third , the Company will repurchase units pursuant to all other repurchase requests on a pro rata basis.

 

Accordingly, the Amended URP will supersede and replace the Company’s current unit repurchase program as of the URP Effective Date. This Current Report on Form 8-K serves as the written notification of an amendment per the terms of the current unit repurchase program.

 

The preceding summary of the Amended URP does not purport to be complete and is qualified in its entirety by reference to the Fourth Amended and Restated Unit Repurchase Program, a copy of which is filed herewith as Exhibit 4.1, and incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

 

(d) Exhibits

 

The following Exhibit is filed as part of this report.

 

Exhibit 4.1 Fourth Amended and Restated Unit Repurchase Program

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including the exhibits filed herewith, contains forward-looking statements (including, without limitation, future redemptions pursuant to the Amended URP ) that are based on the Company’s current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties, including, without limitation, the future operating performance of the Company’s investments, the level of participation in the Amended URP, and those risks set forth in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, as amended or supplemented by the Company’s other filings with the Securities and Exchange Commission. Although these forward-looking statements reflect management’s belief as to future events, actual events or the Company’s investments and results of operations could differ materially from those expressed or implied in these forward-looking statements. To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward -looking statements may be significantly hindered. You are cautioned not to place undue reliance on any forward-looking statements. The Company cannot assure you that it will attain its investment objectives.

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 

TRILINC GLOBAL IMPACT FUND, LLC

 

 

 

 

August 13, 2019

 

 

 

By:

 

/s/ Gloria S. Nelund

 

 

 

 

Name:

 

Gloria S. Nelund

 

 

 

 

Title:

 

Chief Executive Officer

 

EXHIBIT 4.1

TRILINC GLOBAL IMPACT FUND, LLC

FOURTH AMENDED AND RESTATED UNIT REPURCHASE PROGRAM

The Board of Managers of TriLinc Global Impact Fund, LLC, a Delaware limited liability company (the “ Company ”), has adopted a fourth amended and restated unit repurchase program (the “ Repurchase Program ”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s Fifth Amended and Restated Limited Liability Company Operating Agreement unless otherwise defined herein.

1. Effective Date of Repurchase Program. The Repurchase Program shall become effective beginning with redemption requests to be processed at the end of the third quarter of 2019.

2. Unit Repurchase. Subject to the terms and conditions of the Repurchase Program, including the limitations on repurchases set forth in paragraph 5 and the procedures for repurchases set forth in paragraph 6, the Company shall repurchase such number of Units as requested by a Member on a quarterly basis. A Member may request that the Company repurchase all of the Units owned by such Member.

3. Repurchase Price. The price at which the Company shall repurchase the Units of a Member is equal to the Company’s estimated net asset value per unit for units of that class, as most recently disclosed by the Company in a filing with the Securities and Exchange Commission (“SEC”).

4. One-year Holding Period. Subject to paragraph 7 below, a Member shall hold his or her units for a minimum of one year before he or she can participate in the Repurchase Program. If a Member made more than one purchase of the Units, the one-year holding period shall be calculated separately with respect to each such purchase.

5. Limitations on Repurchases. The Company’s obligation to repurchase Units hereunder is limited as follows:

a. The Company may repurchase no more than five percent (5%) of the weighted-average number of Units outstanding in any twelve-month period.

b. The Company has no obligation to repurchase Units if the repurchase would violate the restrictions on distributions under federal law or Delaware law.

c. All Units to be repurchased under the Repurchase Program must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer. If the Company determines that a lien or other encumbrance or restriction exists against the Units requested to be repurchased, the Company shall not repurchase any such Units.

Unless the Board of Managers determines otherwise, the Company shall limit the number of Units to be repurchased during any calendar year to the number of Units the Company can repurchase with the proceeds the Company receives from the sale of Units under the Company’s distribution reinvestment plan. At the sole discretion of the Board of Managers, the Company may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable quarter to repurchase Units.

6. Procedures for Repurchase. The Company shall repurchase Units on the last day of each quarter (the “ Repurchase Date ”). As of the Repurchase Date, repurchased Units shall cease earning distributions notwithstanding the fact that the repurchase payment for such Units may have not yet have been remitted to the former holder of such Units.

For a Member’s Units to be eligible for repurchase in a given quarter, the Company must receive a written repurchase request from the Member or from an authorized representative of the Member setting forth the number of Units requested to be repurchased at least five business days before the Repurchase Date. Members may contact the Company to receive required repurchase forms and instructions concerning required signature. If the Company

cannot repurchase al l Units presented for repurchase in any quarter because of the limitations on repurchases set forth in paragraph 5, then the Company shall honor repurchase requests in the following order of priority (unless the Board of Managers determines that the Compan y will not repurchase Units in that quarter):

 

•

first, the Company will repurchase Units pursuant to repurchase requests made in connection with the death or disability of a Member (or on a pro rata basis among such requests if less than all of such death or disability requests can be satisfied);

 

•

second, the Company will repurchase Units pursuant to any repurchase request that has been carried over from one or more previous quarterly periods where the value of the Units that have not yet been repurchased pursuant to such request (with the value calculated as the number of Units multiplied by the estimated net asset value per unit for units of that class, as most recently disclosed by the Company in a filing with the SEC) is less than $2,500 (or on a pro rata basis among such requests if less than all of such requests carried over from prior periods can be satisfied); and

 

•

third , the Company will repurchase Units pursuant to all other repurchase requests on a pro rata basis.

 

If the Company does not completely satisfy a repurchase request at quarter-end because the Company did not receive the request in time or because of the limitations on repurchases set forth in the Repurchase Program, then the Company shall treat the unsatisfied portion of the repurchase request as a request for repurchase at the next Repurchase Date, unless the repurchase request is withdrawn. Any Member can withdraw a repurchase request by sending written notice to the Company, provided that such notice is received at least five business days before the Repurchase Date.

7. Special Provisions upon a Member’s Death or Disability. The Company shall treat repurchase requests made upon a Member’s death or disability differently, as set forth in paragraph 6 and as follows: The one-year holding period requirement set forth in paragraph 4 above shall be waived. The Company shall not be obligated to repurchase Units if more than 360 days have elapsed since the date of the death or disability of the Member and, in the case of disability, if the Member fails to provide an opinion of a qualified independent physician. For purposes of the Repurchase Program, a disability shall be deemed to have occurred when a Member suffers a disability for a period of time, as determined by the Board of Managers and confirmed by a qualified independent physician.

8. Termination, Suspension or Amendment of the Repurchase Program by the Company. The Board of Managers has the right to amend, suspend or terminate the Repurchase Program. The Company shall promptly notify Members of any changes to the Repurchase Program, including any suspension or termination of it, in the Company’s periodic or current reports filed with the SEC or by means of other notice.

The Repurchase Program shall terminate on the date that the Units are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of the Board of Managers, a secondary trading market for the Units otherwise develops.

9. Liability of the Company. The Company shall not be liable for any act done in good faith or for any good faith omission to act.

10. Governing Law. The Repurchase Program shall be governed by the laws of the State of Delaware.