Item 1.01 – Entry into a Material Definitive Agreement.
On October 27, 2021, TrinCap Funding, LLC (“TCF”), a wholly owned special purpose subsidiary of Trinity Capital Inc. (the “Company”), as borrower, and the Company, as servicer, entered into a credit agreement (the “KeyBank Credit Agreement”) with the lenders from time to time party thereto, KeyBank, National Association (“KeyBank”) as administrative agent and syndication agent, and Wells Fargo, National Association (“Wells Fargo”), as collateral custodian and paying agent (such credit facility, the “KeyBank Credit Facility”).
The KeyBank Credit Facility allows TCF to borrow up to $300 million and is collateralized by all investment assets held by TCF, which TCF will acquire from the Company pursuant to a sale and contribution agreement also dated October 27, 2021 (the “Sale and Contribution Agreement”). Borrowings under the KeyBank Credit Facility will initially bear interest at a rate equal to one-month London Interbank Offered Rate (“LIBOR”) plus 3.25%, which interest rate may decrease to one-month LIBOR plus 2.85% upon the achievement of certain benchmarks, including criteria related to the number and composition of assets in the KeyBank Credit Facility’s collateral pool. The KeyBank Credit Facility borrowing base contains certain criteria for eligible investments, including concentration limits as defined in the KeyBank Credit Agreement, and permits a variable advance rate of up to 60% on eligible term loans and up to 64% on eligible equipment finance loans.
The KeyBank Credit Facility includes a three-year revolving period and a two-year amortization period, and it matures on October 27, 2026, unless extended. The KeyBank Credit Agreement contains representations and warranties and affirmative and negative covenants customary for secured financings of this type, including certain financial covenants such as a consolidated tangible net worth requirement and a required asset coverage ratio.
The KeyBank Credit Agreement also contains customary events of defaults (subject to certain grace periods, as applicable), including but not limited to the nonpayment of principal, interest or fees; breach of covenants; inaccuracy of representations or warranties in any material respect; voluntary or involuntary bankruptcy proceedings of TCF; and change of control of TCF without the prior written consent of KeyBank. The Company acts as servicer with respect to the investment loans owned by TCF and will receive a monthly fee from TCF for such services.
The foregoing description of the KeyBank Credit Agreement and the Sale and Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the KeyBank Credit Agreement and Sale and Contribution Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are 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 set forth above under “Item 1.01 – Entry into a Material Definitive Agreement” is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits:
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Exhibit Number | | Description |
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10.1 | | Credit Agreement, dated October 27, 2021, by and among the Company, TrinCap Funding, LLC, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto from time to time. |
10.2 | | Sale and Contribution Agreement, dated October 27, 2021, between the Company and TrinCap Funding, LLC. |
