Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Investment Credit Facility
On October 24, 2008, Main Street Capital Corporation (“Main Street”) entered into a Credit Agreement (the “Credit Agreement”) among Main Street, as borrower, Main Street Capital Partners, LLC and Main Street Equity Interests, Inc., as guarantors, Branch Banking and Trust Company (“BB&T”) and Compass Bank, as lenders, and BB&T, as administrative agent for the lenders. On the date of this filing, Main Street did not have any outstanding borrowings under the Credit Agreement.
Under the Credit Agreement, the lenders have agreed to extend revolving loans to Main Street in an amount not to exceed $30,000,000 (the “Revolving Facility”), with availability subject to the number and value of eligible investments and the unrestricted cash and cash equivalents held by Main Street and included in a borrowing base. Main Street has the right to request an increase in commitments under the Revolving Facility up to a total of $75,000,000, subject to certain conditions.
The purpose of the Revolving Facility is to provide additional liquidity in support of future investments and operational activities. The Credit Agreement has a three year term and borrowings under the Revolving Facility bear interest, subject to Main Street’s election, on a per annum basis equal to (i) the applicable LIBOR rate plus 275 basis points or (ii) the applicable base rate of interest plus 75 basis points. The Credit Agreement also requires payment of 37.5 basis points per annum in unused commitment fees based on average daily unused balances under the Revolving Facility.
The Revolving Facility is guaranteed by the guarantors, each a wholly owned subsidiary of Main Street. The Revolving Facility is secured by (i) substantially all of the present and future property and assets of Main Street and the guarantors, (ii) 100% of the equity interests in the domestic subsidiaries of Main Street, other than those that are “small business investment companies”, and (iii) 65% of the equity interests in the foreign subsidiaries of Main Street (collectively, the “Collateral”). Notwithstanding the foregoing, the Collateral shall not include any collateral securing the Treasury Credit Agreement (defined below).
The Credit Agreement contains cross default provisions to other material debt and other material contracts of Main Street and contains certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum liquidity (as defined) of not less than 10% of the aggregate principal amount outstanding, (ii) maintaining a minimum consolidated tangible net worth (as defined), and (iii) maintaining a interest coverage ratio (as defined) of at least 2.00 to 1.00.
BB&T and the other lenders under the Credit Agreement, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for Main Street.
The above summary is not complete and is qualified in its entirety to the full text of the Credit Agreement.
Treasury Credit Facility
On October 24, 2008, Main Street unilaterally exercised its rights under the separate Treasury Secured Revolving Credit Agreement (the “Treasury Credit Agreement”) among Main Street, as borrower, Main Street Capital Partners, LLC, as initial guarantor, Wachovia Bank, National Association and BB&T, as lenders, and BB&T, as administrative agent for the lenders, to reduce the treasury-based revolving facility (the “Treasury Facility”) commitments from $100,000,000 to $50,000,000. On the date of this filing, Main Street did not have any outstanding borrowings under the Treasury Facility.
BB&T and the other lenders under the Treasury Credit Agreement, and their respective affiliates, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for Main Street.
The above summary is not complete and is qualified in its entirety to the full text of the Treasury Credit Agreement.
On October 27, 2008, Main Street issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under Item 8.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposed of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
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