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 16, 2021 (April 12, 2021)
BUSINESS DEVELOPMENT CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
| Maryland | | 814-00821 | | 27-2614444 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
| 9 West 57th Street, Suite 4920 | | |
| New York, New York | | 10019 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 588-6770
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:
| | ¨ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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: None.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 12, 2021, Business Development Corporation of America (the “Corporation”), through a wholly-owned, consolidated special purpose financing subsidiary, BDCA 57th Street Funding, LLC, amended and restated its Loan and Security Agreement, dated as of August 28, 2020 (as previously amended, the “Original Credit Facility”), with the Corporation, as the portfolio manager, the lenders party thereto, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, and JPMorgan Chase Bank, National Association, as Administrative agent (such amended and restated agreement, the “A&R Credit Facility”).
The A&R Credit Facility temporarily reduces the minimum funding amount until October 13, 2021. The other material terms of the Original Credit Facility were unchanged.
The foregoing description of the A&R Credit Facility as set forth in this Item 1.01 is a summary only and is qualified in all respects by the provisions of the A&R Credit Facility, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information required by Item 1.02 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Amended and Restated Loan and Security Agreement, dated as of April 12, 2021, among BDCA 57th Street Funding, LLC, as Borrower, the Corporation, as Portfolio Manager, the Lenders party thereto, U.S. Bank National Association, as Collateral Agent, Collateral Administrator and Securities Intermediary, and JPMorgan Chase Bank, National Association, as Administrative Agent. |
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.
| | BUSINESS DEVELOPMENT CORPORATION OF AMERICA |
| | | |
| Date: April 16, 2021 | By: | /s/ Nina K. Baryski |
| | | Name: Nina K. Baryski |
| | | Title: Chief Financial Officer and Treasurer |
