Cover
Cover | Mar. 25, 2024 |
Document Information [Line Items] | |
Entity Registrant Name | TRINITY CAPITAL INC. |
Document Type | 424B2 |
Amendment Flag | false |
Entity Central Index Key | 0001786108 |
N-2
N-2 | Mar. 25, 2024 USD ($) | |
Cover [Abstract] | ||
Entity Central Index Key | 0001786108 | |
Amendment Flag | false | |
Document Type | 424B2 | |
Entity Registrant Name | TRINITY CAPITAL INC. | |
Fee Table [Abstract] | ||
Shareholder Transaction Expenses [Table Text Block] | Stockholder transaction expenses: Sales load (as a percentage of offering price) — (1) Offering expenses (as a percentage of offering price) — (2) Distribution reinvestment plan expenses $ 15.00 (3) Total stockholder transaction expenses (as a percentage of offering price) — | |
Other Transaction Expenses [Abstract] | ||
Annual Expenses [Table Text Block] | Annual expenses (as a percentage of net assets attributable to common stock): Operating expenses 8.36 % (4) Interest payments on borrowed funds 6.45 % (5) Acquired fund fees and expenses 0.13 % (6) Total annual expenses 14.94 % (7) | |
Interest Expenses on Borrowings [Percent] | 6.45% | [1] |
Distribution/Servicing Fees [Percent] | 15% | [2] |
Other Annual Expenses [Abstract] | ||
Other Annual Expenses [Percent] | 8.36% | [3] |
Total Annual Expenses [Percent] | 14.94% | [4] |
Expense Example [Table Text Block] | Example The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. The stockholder transaction expenses described above are included in the following example. 1 year 3 years 5 years 10 years You would pay the following expenses on a $1,000 investment, assuming a 5% annual return (none of which is subject to a capital gains incentive fee) $ 142 $ 385 $ 582 $ 927 | |
Expense Example, Year 01 | $ 142 | |
Expense Example, Years 1 to 3 | 385 | |
Expense Example, Years 1 to 5 | 582 | |
Expense Example, Years 1 to 10 | $ 927 | |
Purpose of Fee Table , Note [Text Block] | The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us” or “the Company” or that “we” will pay fees or expenses, you will indirectly bear these fees or expenses as an investor in the Company. | |
Basis of Transaction Fees, Note [Text Block] | as a percentage of offering price | |
Acquired Fund Fees and Expenses, Note [Text Block] | 0.13 | [5] |
Financial Highlights [Abstract] | ||
Senior Securities, Note [Text Block] | SENIOR SECURITIES Information about our senior securities as of the end of our most recently completed fiscal quarter is located in “Part I, Item 1. Consolidated Financial Statements” of our most recent Quarterly Report on Form 10 -Q -K -K | |
General Description of Registrant [Abstract] | ||
Risk Factors [Table Text Block] | RISK FACTORS Investing in the Notes involves a number of significant risks. Before you invest in the Notes, you should be aware of various risks associated with the investment, including those described in this prospectus supplement, the accompanying prospectus, any free writing prospectus we may authorize in connection with this offering, “Part I, Item IA. Risk Factors” in our Annual Report on Form 10 -K for the fiscal year ended December 31, 2023 and all other information contained or incorporated by reference into this prospectus supplement, the accompanying prospectus, and any free writing prospectus, as updated by our subsequent filings under the Exchange Act. The risks set out in this prospectus supplement, the accompanying prospectus, “Part I, Item IA. Risk Factors” in our most recent Annual Report on Form 10 -K , and any document incorporated by reference herein are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. Each of the risk factors could materially and adversely affect our business, financial condition and results of operations. In such case, our net asset value and the value of our debt securities may decline, and investors may lose all or part of their investment. Risks Related to the Notes The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness currently outstanding or that may be incurred in the future and rank pari passu with, or equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities. The Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the Notes are effectively subordinated, or junior, to any outstanding secured indebtedness as of the date of this prospectus supplement (including the KeyBank Credit Agreement) or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of March 22, 2024, on a consolidated basis, we had approximately $697.5 million of total indebtedness outstanding, $265.0 million of which was secured indebtedness under the KeyBank Credit Agreement through our wholly owned subsidiary, TCF, which will be effectively and/or structurally senior to the Notes. Secured indebtedness, including the indebtedness under the KeyBank Credit Agreement, is effectively senior to the Notes to the extent of the value of such assets securing such indebtedness. In addition, as of March 22, 2024, we had $182.5 million in aggregate principal amount of the 2025 Notes outstanding, $50.0 million in aggregate principal amount of the Convertible Notes outstanding, $125.0 million in aggregate principal amount of the August 2026 Notes outstanding, and $75.0 million in aggregate principal amount of the December 2026 Notes outstanding, each of which is unsecured and will rank pari passu The Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries. The Notes are obligations exclusively of Trinity Capital Inc., and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the Notes, and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are structurally subordinated, or junior, to the KeyBank Credit Agreement and all existing and future indebtedness and other obligations (including trade payables) incurred by any of our subsidiaries, financing vehicles or similar facilities and any subsidiaries, financing vehicles or similar facilities that we may in the future acquire or establish. As of March 22, 2024, through our wholly owned subsidiary, TCF, we had approximately $265.0 million of indebtedness outstanding under the KeyBank Credit Agreement; in addition, our subsidiaries may incur additional indebtedness in the future, all of which would be structurally senior to the Notes. Our current indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt. As of March 22, 2024, on a consolidated basis, we had approximately $697.5 million of total indebtedness outstanding, approximately $265.0 million of which was secured indebtedness under the KeyBank Credit Agreement through our wholly owned subsidiary, TCF, and approximately $432.5 million of which was unsecured indebtedness related to the 2025 Notes, the Convertible Notes, the August 2026 Notes and the December 2026 Notes. The use of debt could have significant consequences on our future operations, including: • • • • • Any of the above -listed Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our financing arrangements or otherwise in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the Notes, on or before the scheduled maturity. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements, including our payment obligations under the Notes. A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, or change in the debt markets, could cause the liquidity or market value of the Notes to decline significantly. Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. These credit ratings, however, may not reflect the potential impact of risks related to the structure or marketing of the Notes, market conditions generally or other factors discussed herein that could impact the market value of the Notes. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Any such credit ratings should be evaluated independently from similar ratings of other securities or companies. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of Notes of any changes in our credit ratings. There can be no assurance that any credit ratings assigned to us and/or the Notes, if any, will remain for any given period of time. The Indenture offers limited protection to holders of the Notes. The Indenture offers limited protection to holders of the Notes. The terms of the Indenture and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the Indenture and the Notes will not place any restrictions on our or our subsidiaries’ ability to: • pari passu • • • • • • In addition, the Indenture does not require us to offer to purchase the Notes in connection with a change of control or any other event. Furthermore, the terms of the Indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity. Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes to the extent such a trading market continues for the Notes. Certain of our current debt instruments include more protections for their holders than the Indenture and the Notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Indenture and the Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes to the extent such a market continues for the Notes. The optional redemption provision may materially adversely affect your return on the Notes. The Notes are redeemable in whole or in part at any time or from time to time at our option on or after March unpaid interest payments otherwise payable for the then -current If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes. Any default under the agreements governing our indebtedness or under other indebtedness to which we may be a party that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders or holders under the agreements governing our indebtedness, or other indebtedness that we may incur in the future, to avoid being in default. If we breach our covenants under the agreements governing our indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including KeyBank under the KeyBank Credit Agreement, could proceed against the collateral securing the debt. Because the Indenture governing the Notes and the Base Indenture and each supplemental indenture governing our Convertible Notes, 2025 Notes, August 2026 Notes and December 2026 Notes have cross -acceleration -default -acceleration There is no active trading market for the Notes and, even if the Nasdaq Global Select Market approves the listing of the Notes, an active trading market for the Notes may not develop, which could limit your ability to sell the Notes and/or the market price of the Notes. The Notes will be a new issue of debt securities for which there initially will not be a trading market. We intend to list the Notes on the Nasdaq Global Select Market within 30 days of the issue date of the Notes under the symbol “ Moreover, even if the listing of the Notes is approved, we cannot provide any assurances that an active trading market will develop or be maintained for the Notes or that you will be able to sell your Notes. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. Any market -making -making Accordingly, we cannot assure you that the Notes will be approved for listing on the Nasdaq Global Select Market, that a liquid trading market will develop or be maintained for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. | |
Share Price [Table Text Block] | PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS Information regarding our price range of common stock and distributions is incorporated by reference herein from our most recent Annual Report on Form 10 -K -Q | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | ||
Long Term Debt, Title [Text Block] | CAPITALIZATION The following table sets forth: • • Use of Proceeds -allotment You should read this table together with “ Use of Proceeds -K (dollars in thousands, except per share data) December 31, As Adjusted Assets Investments at fair value $ 1,275,180 $ Cash and cash equivalents 4,761 Interest receivable 11,206 Deferred credit facility costs 2,144 Other assets 17,691 Total Assets $ 1,310,982 $ Liabilities KeyBank Credit Agreement $ 213,000 $ Notes offered hereby — 2025 Notes, net 180,485 August 2026 Notes, net 123,474 December 2026 Notes, net 73,898 Convertible Notes, net 48,757 Distribution payable 23,162 Security deposits 12,287 Accounts payable, accrued liabilities and other liabilities 24,760 Total Liabilities $ 699,823 $ Net Assets Common stock, par value $0.001 per share; 200,000,000 shares authorized; 46,323,712 shares issued and outstanding as of December 31, 2023 46 Paid-in capital in excess of par 633,740 Distributable earnings (22,627 ) Total Net Assets 611,159 Total Liabilities and Net Assets $ 1,310,982 $ Net Asset Value Per Share $ 13.19 $ | |
Risks Related to this Offering [Member] | ||
General Description of Registrant [Abstract] | ||
Risk [Text Block] | Risks Related to the Notes The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness currently outstanding or that may be incurred in the future and rank pari passu with, or equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities. The Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the Notes are effectively subordinated, or junior, to any outstanding secured indebtedness as of the date of this prospectus supplement (including the KeyBank Credit Agreement) or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of March 22, 2024, on a consolidated basis, we had approximately $697.5 million of total indebtedness outstanding, $265.0 million of which was secured indebtedness under the KeyBank Credit Agreement through our wholly owned subsidiary, TCF, which will be effectively and/or structurally senior to the Notes. Secured indebtedness, including the indebtedness under the KeyBank Credit Agreement, is effectively senior to the Notes to the extent of the value of such assets securing such indebtedness. In addition, as of March 22, 2024, we had $182.5 million in aggregate principal amount of the 2025 Notes outstanding, $50.0 million in aggregate principal amount of the Convertible Notes outstanding, $125.0 million in aggregate principal amount of the August 2026 Notes outstanding, and $75.0 million in aggregate principal amount of the December 2026 Notes outstanding, each of which is unsecured and will rank pari passu The Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries. The Notes are obligations exclusively of Trinity Capital Inc., and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the Notes, and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are structurally subordinated, or junior, to the KeyBank Credit Agreement and all existing and future indebtedness and other obligations (including trade payables) incurred by any of our subsidiaries, financing vehicles or similar facilities and any subsidiaries, financing vehicles or similar facilities that we may in the future acquire or establish. As of March 22, 2024, through our wholly owned subsidiary, TCF, we had approximately $265.0 million of indebtedness outstanding under the KeyBank Credit Agreement; in addition, our subsidiaries may incur additional indebtedness in the future, all of which would be structurally senior to the Notes. Our current indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt. As of March 22, 2024, on a consolidated basis, we had approximately $697.5 million of total indebtedness outstanding, approximately $265.0 million of which was secured indebtedness under the KeyBank Credit Agreement through our wholly owned subsidiary, TCF, and approximately $432.5 million of which was unsecured indebtedness related to the 2025 Notes, the Convertible Notes, the August 2026 Notes and the December 2026 Notes. The use of debt could have significant consequences on our future operations, including: • • • • • Any of the above -listed Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our financing arrangements or otherwise in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the Notes, on or before the scheduled maturity. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements, including our payment obligations under the Notes. A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, or change in the debt markets, could cause the liquidity or market value of the Notes to decline significantly. Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. These credit ratings, however, may not reflect the potential impact of risks related to the structure or marketing of the Notes, market conditions generally or other factors discussed herein that could impact the market value of the Notes. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Any such credit ratings should be evaluated independently from similar ratings of other securities or companies. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of Notes of any changes in our credit ratings. There can be no assurance that any credit ratings assigned to us and/or the Notes, if any, will remain for any given period of time. The Indenture offers limited protection to holders of the Notes. The Indenture offers limited protection to holders of the Notes. The terms of the Indenture and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the Indenture and the Notes will not place any restrictions on our or our subsidiaries’ ability to: • pari passu • • • • • • In addition, the Indenture does not require us to offer to purchase the Notes in connection with a change of control or any other event. Furthermore, the terms of the Indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity. Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes to the extent such a trading market continues for the Notes. Certain of our current debt instruments include more protections for their holders than the Indenture and the Notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Indenture and the Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes to the extent such a market continues for the Notes. The optional redemption provision may materially adversely affect your return on the Notes. The Notes are redeemable in whole or in part at any time or from time to time at our option on or after March unpaid interest payments otherwise payable for the then -current If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes. Any default under the agreements governing our indebtedness or under other indebtedness to which we may be a party that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders or holders under the agreements governing our indebtedness, or other indebtedness that we may incur in the future, to avoid being in default. If we breach our covenants under the agreements governing our indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including KeyBank under the KeyBank Credit Agreement, could proceed against the collateral securing the debt. Because the Indenture governing the Notes and the Base Indenture and each supplemental indenture governing our Convertible Notes, 2025 Notes, August 2026 Notes and December 2026 Notes have cross -acceleration -default -acceleration There is no active trading market for the Notes and, even if the Nasdaq Global Select Market approves the listing of the Notes, an active trading market for the Notes may not develop, which could limit your ability to sell the Notes and/or the market price of the Notes. The Notes will be a new issue of debt securities for which there initially will not be a trading market. We intend to list the Notes on the Nasdaq Global Select Market within 30 days of the issue date of the Notes under the symbol “ Moreover, even if the listing of the Notes is approved, we cannot provide any assurances that an active trading market will develop or be maintained for the Notes or that you will be able to sell your Notes. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. Any market -making -making Accordingly, we cannot assure you that the Notes will be approved for listing on the Nasdaq Global Select Market, that a liquid trading market will develop or be maintained for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. | |
2025 Notes [Member] | ||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | ||
Long Term Debt, Principal | $ 180,485 | |
August 2026 Notes [Member] | ||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | ||
Long Term Debt, Principal | 123,474 | |
December 2026 Notes [Member] | ||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | ||
Long Term Debt, Principal | 73,898 | |
Convertible Notes [Member] | ||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | ||
Long Term Debt, Principal | $ 48,757 | |
[1]Interest payments on borrowed funds represents an estimate of our annualized interest expense based on borrowings under the KeyBank Credit Agreement, the 2025 Notes, the August 2026 Notes, the December 2026 Notes, and the Convertible Notes. The assumed weighted average interest rate on our total debt outstanding was 6.9% based on $100 million outstanding under the KeyBank Credit Agreement, $182.5 million in aggregate principal amount of the 2025 Notes outstanding, $125 million in aggregate principal amount of the August 2026 Notes outstanding, $75 million in aggregate principal amount of the December 2026 Notes outstanding, and $50 million in aggregate principal amount of the Convertible Notes outstanding. We may borrow additional funds from time to time to make investments to the extent we determine that it is in our best interest in doing so. We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.[2]The expenses of our distribution reinvestment plan are included in “Operating expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in our distribution reinvestment plan except that, if a participant elects by written notice to the plan administrator prior to termination of the participant’s account to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.12 per share brokerage commission from the proceeds. For additional information, see “Distribution Reinvestment Plan.”[3]Operating expenses represent the estimated annual operating expenses of the Company and its consolidated subsidiaries based on annualized operating expenses estimated for the current fiscal year, which considers the actual expenses for the quarter ended September 30, 2023. We do not have an investment adviser and are internally managed by our executive officers under the supervision of the Board. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals, including, without limitation, compensation expenses related to salaries, discretionary bonuses and grants of options and restricted stock, if any.[4]The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.[5]Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds. |