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): July 11, 2024
Monroe Capital Income Plus Corporation
(Exact name of registrant as specified in its charter)
| Maryland | | 814-01301 | | 83-0711022 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 311 South Wacker Drive, Suite 6400 | | |
| Chicago, Illinois | | 60606 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 258-8300
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)) |
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 |
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 x
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.
| Item 1.01. | Entry into a Material Definitive Agreement |
MC Income Plus Financing SPV IV LLC’s Senior Secured Revolving Credit Facility with Capital One, National Association
On July 11, 2024, Monroe Capital Income Plus Corporation (the “Company”) entered into a senior secured revolving credit facility (the “Credit Facility”) with Capital One, National Association (“CONA”), through a newly-created wholly-owned subsidiary, MC Income Plus Financing SPV IV LLC (the “SPV”). In connection with this Credit Facility, the Company, as servicer, the SPV, as borrower; the lenders from time to time party thereto; CONA, as administrative agent, and as swingline lender thereunder; U.S. Bank Trust Company, National Association, as collateral custodian and as collateral administrator; and U.S. Bank National Association, as document custodian entered into a Loan, Security and Servicing Agreement, dated as of July 11, 2024 (the “SPV Credit Agreement”). The Company, as seller, and the SPV, as buyer also entered into a Purchase and Sale Agreement, dated as of July 11, 2024 (the “Purchase and Sale Agreement”). The Company, as seller, the SPV, as buyer, also entered into a Master Participation Agreement, dated as of July 11, 2024 (the “Master Participation Agreement”).
The Credit Facility will allow the Company, through the SPV, to borrow an aggregate principal amount of up to $350 million. Under the terms of the Credit Facility, the SPV is permitted to reinvest available cash and make new borrowings under the Credit Facility through July 11, 2027. The maturity date of the Credit Facility is July 11, 2029, unless terminated earlier at the election of the SPV, subject to the payment of a customary prepayment fee, or at the election of CONA following the occurrence of an event of default thereunder. Borrowings under the Credit Facility will bear interest at the Term Secured Overnight Financing Rate plus an applicable margin rate of 2.15% per annum. Advances under the Credit Facility are subject to availability governed by a borrowing base comprised of eligible loan assets, which receive advance rates under the Credit Facility of up to 75%. Undrawn capacity under the Credit Facility is subject to a non-usage fee of between 0.25% and 0.75% per annum on such undrawn capacity, depending on the level of usage of the Credit Facility.
The Credit Facility contains representations and warranties and affirmative and negative covenants customary for secured financings of this type. The Credit Facility also contains customary events of default (subject to certain grace periods, as applicable), including but not limited to the nonpayment of principal, interest or fees; breach of covenants; voluntary or involuntary bankruptcy proceedings; and change of control of the SPV.
Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
MC Income Plus Financing SPV LLC’s Amendment to the Senior Secured Revolving Credit Facility with Key Bank National Association
On July 15, 2024, the Company entered into an amendment (the “Sixth Credit Facility Amendment”) to the Amended and Restated Revolving Credit and Security Agreement (the “Revolving Credit Agreement”) among MC Income Plus Financing SPV LLC, a wholly-owned subsidiary of the Company, as borrower; the Company, as collateral manager; the lenders from time to time parties thereto; KeyBank National Association, as administrative agent and lead arranger; U.S. Bank Trust Company, National Association, as collateral agent and as collateral administrator; and U.S. Bank National Association as document custodian (the “Credit Agreement”). The Sixth Credit Facility Amendment amended the Revolving Credit Agreement to, among other things, reduce the interest rate applicable to the borrowings under the Credit Agreement to the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus 2.40% and to remove the SOFR credit spread adjustment as a component of pricing thereunder. Additionally, the Sixth Credit Facility Amendment amended the Revolving Credit Agreement to extend the reinvestment period under the Revolving Credit Agreement to July 16, 2027 and the final maturity date under the Revolving Credit Agreement to July 16, 2029. The terms of the Sixth Credit Facility Amendment became effective as of July 15, 2024.
Borrowing under the Credit Agreement remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Credit Facility and the Revolving Credit Agreement, as applicable. The description above is only a summary of the material provisions of the Credit Facility and of the Sixth Credit Facility Amendment, and is qualified in its entirety by reference to the copies of each of the Credit Agreement, the Purchase and Sale Agreement, the Master Participation Agreement, and the Sixth Credit Facility Amendment, each of which are filed as exhibits to this current report on Form 8-K.
| 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 |
| 10.1 | Loan, Security and Servicing Agreement, dated as of July 11, 2024, by and among the SPV, as borrower; the Company, as the servicer; the lenders from time to time party thereto; Capital One, National Association, as administrative agent, and as swingline lender thereunder; U.S. Bank Trust Company, National Association, as collateral custodian and as the collateral administrator; and U.S. Bank National Association as the document custodian. |
| | |
| 10.2 | Purchase and Sale Agreement, dated as of July 11, 2024, by and among the Company, as seller, and the SPV, as buyer. |
| | |
| 10.3 | Master Participation Agreement, dated as of July 11, 2024, by and among the Company, as seller, and the SPV, as buyer. |
| | |
| 10.4 | Sixth Amendment to the Amended and Restated Revolving Credit and Security Agreement among MC Income Plus Financing SPV LLC, as borrower; the Company, as collateral manager; the lenders from time to time parties thereto; KeyBank National Association, as administrative agent and lead arranger; U.S. Bank Trust Company, National Association, as collateral agent and as collateral administrator; and U.S. Bank National Association as document custodian. |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
| | Monroe Capital Income Plus Corporation |
| | |
| Date: July 17, 2024 | By: | /s/ Lewis W. Solimene, Jr. |
| | | Lewis W. Solimene, Jr. |
| | | Chief Financial Officer and Chief Investment Officer |
