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): January 14, 2022 (January 12, 2022)
Star Mountain Lower Middle-Market Capital Corp.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | | 814-01399 | | 86-3924884 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
140 E. 45th Street, 37th Floor
New York, NY 10017
(Address of Principal Executive Offices, Zip Code)
(212) 810-9044
(Registrant’s telephone number, including area code)
N/A
(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 |
| N/A | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 1.01 – Entry into a Material Definitive Agreement.
On January 12, 2022, Star Mountain Lower Middle-Market Capital Corp. (the “Company”) entered into a second amendment (the “Amendment”) to its senior secured revolving credit agreement, dated as of July 2, 2021, among the Company, as the borrower, the lenders party thereto, and Sterling National Bank as administrative agent (as amended or otherwise modified, the “Revolving Credit Facility”) pursuant to which Investors Bank and Blue Ridge Bank (the “Co-Lenders”) agreed to increase their $7.5 million commitments to $15 million each in the Revolving Credit Facility.
In conjunction with the Co-Lenders upsizing their commitments in the Revolving Credit Facility, Sterling National Bank increased its commitment by $10 million to $50 million. The Amendment increased the aggregate commitments under the Revolving Credit Facility from $55 million to $80 million. The foregoing descriptions are only a summary of the material provisions of the Amendment and are qualified in their entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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 under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
10.1 Second Amendment to Revolving Credit Agreement, dated as of January 12, 2022, by and among the Company, as Borrower, and Sterling National Bank, as Administrative Agent and the Letter of Credit Issuer, and the Lenders party thereto.
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.
| Star Mountain Lower Middle-Market Capital Corp. |
| | |
Dated: January 14, 2022 | By: | /s/ Brett A. Hickey |
| Name: | Brett A. Hickey |
| Title: | Chief Executive Officer |
