| Item 1.01. | Entry into a Material Definitive Agreement. |
Senior Secured Facility
On December 7, 2023 (the “Effective Date”), SCI BDC SPV I LLC (the “SPV”), a direct, wholly owned, consolidated subsidiary of Senior Credit Investments, LLC, a Delaware limited liability company (the “Company”), entered into a loan and security agreement (the “Credit Facility”), with the SPV, as borrower, JPMorgan Chase Bank, National Association, as the administrative agent, the Company, as the portfolio manager, the lenders from time to time parties thereto (the “Lenders”), and The Bank of New York Mellon Trust Company, National Association, as the collateral administrator, the collateral agent and securities intermediary.
The aggregate lender commitments under the Credit Facility are $200.00 million as of the Effective Date, with an additional $200.0 million committed beginning 12 months from the Effective Date, and an uncommitted accordion feature that would allow the SPV to borrow up to an additional $100.0 million. The Credit Facility matures on December 7, 2028, unless there is an earlier termination or an acceleration following an Event of Default.
Borrowings under the Credit Facility will bear interest at Term SOFR or a Base Rate, in each case plus an applicable margin equal to 2.70% for borrowings that reference Term SOFR and 1.70% for borrowings that reference the Base Rate. The SPV is also obligated to pay other closing fees and commitment fees that are customary for a credit facility of this size and type.
The Credit Facility is secured by all of the SPV’s assets. Both the SPV and the Company have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. In connection with the Credit Facility, the Company has also entered into an equity commitment letter with the Borrower, for the benefit of the Lenders, pursuant to which the Company may be required to contribute cash proceeds to the Borrower upon the occurrence of a Market Value Event or an Event of Default. The Credit Facility also includes usual and customary events of default for credit facilities of this type.
Borrowings of the SPV are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
Terms used in the foregoing paragraphs and not defined herein have the meanings set forth in the Credit Facility. The above description is only a summary of the material provisions of the Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the copy of the Form of Loan and Security Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.
JFIN Bridge Loan Agreement
On December 4, 2023, the Company entered into a loan agreement (the “Bridge Facility”) with the Company, as the borrower and Jefferies Finance LLC (“JFIN”), as the lender.
Under the Bridge Facility, JFIN loaned the Company an aggregate principal amount of $71,712,672.48. Such principal amount (and any interest accrued thereon) was repaid in its entirety on December 7, 2023, and the Bridge Facility was subsequently terminated.
The foregoing description of the Bridge Facility does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
