| Item 1.01 | Entry into a Material Definitive Agreement |
On December 1, 2017 (the “Original Closing Date”), ORCC II Financing LLC and OR Lending II LLC (collectively, the “Subsidiaries”), each a Delaware limited liability company and a wholly-owned subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility”). Parties to the SPV Asset Facility include ORCC II Financing LLC and OR Lending II LLC, as Borrowers, and the lenders from time to time parties thereto (the “Lenders”), Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian.
On July 31, 2018, the parties to the SPV Asset Facility amended the SPV Asset Facility and the related transaction documents (the “SPV Facility Amendment”) to increase the maximum principal amount of the SPV Asset Facility from $200,000,000 to $400,000,000, reduce the spread over LIBOR payable on the drawn amount of the SPV Asset Facility from 2.50% to 2.25%, to extend the end of the reinvestment period from three years after the Original Closing Date to four years after the Original Closing Date and change the maturity date of the SPV Asset Facility from November 30, 2021 to November 30, 2022. The SPV Facility Amendment also increased the fees payable to Goldman Sachs Bank USA as Administrative Agent by an amount equal to 0.25% per annum on the outstanding principal amount of the SPV Asset Facility and made certain other changes relating to the calculation of the borrowing base and the potential syndication of the SPV Asset Facility.
In connection with SPV Facility Amendment, the Subsidiaries entered into a cooperation agreement with Goldman Sachs Bank USA to cooperate to make certain additional changes to the terms of the SPV Asset Facility to facilitate obtaining a credit rating of the SPV Asset Facility from a rating agency. If the Subsidiaries do not satisfy their obligations under this cooperation agreement then, subject to certain conditions and restrictions, Goldman Sachs Bank USA may increase the interest amount payable under the SPV Asset Facility until the Subsidiaries satisfy such obligations.
On the Original Closing Date, in connection with the SPV Asset Facility, the Company entered into aNon-Recourse Carveout Guaranty Agreement with State Street Bank and Trust Company, on behalf of certain secured parties, and Goldman Sachs Bank USA. Pursuant to theNon-Recourse Carveout Guaranty Agreement, the Company is guaranteeing certain losses, damages, costs, expenses, liabilities, claims and other obligations incurred in connection with certain instances of fraud or bad faith misrepresentation, material encumbrances of certain collateral, misappropriation of certain funds, certain transfers of assets, and the bad faith or willful breach of certain provisions of the SPV Asset Facility. TheNon-Recourse Carveout Guarantee Agreement was not amended in the SPV Facility Amendment, however the Company’s potential financial obligation under this agreement has increased as a result of the increase of the maximum principal amount of the SPV Asset Facility.
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
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| 10.1 | | Amendment No. 2 to Credit Agreement, dated as of July 31, 2018, among ORCC II Financing LLC and OR Lending II LLC, as borrowers, the lenders referred to in the Credit Agreement referred to therein, Goldman Sachs Bank USA, as administrative agent, State Street Bank and Trust Company, as collateral administrator and collateral agent and Cortland Capital Market Services LLC, as collateral custodian |
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| 10.2 | | Cooperation Agreement dated as of July 31, 2018 among ORCC II Financing LLC and OR Lending II LLC as borrowers and Goldman Sachs Bank USA |
