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 31, 2024 |
Antares Strategic Credit Fund
(Exact name of Registrant as Specified in Its Charter)
Delaware | 814-01700 | 93-3416650 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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500 West Monroe Street |
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Chicago, Illinois |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 312 638-4000 |
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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N/A |
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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 July 31, 2024, Antares Strategic Credit Fund (the “Fund”), as Borrower, entered into a senior secured revolving credit facility (the “Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., Manufacturers & Traders Trust Company, Royal Bank of Canada, Société Générale and Wells Fargo Securities, LLC, as bookrunners and lead arrangers. The Agreement is effective as of July 31, 2024.
The Fund may borrow amounts in U.S. dollars or certain other permitted currencies under the Facility. Advances under the Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” (as described in the Agreement) in the case of any ABR Loan and 1.75% or 1.875% plus the Adjusted Term SOFR Rate in the case of any other loan, in each case, depending on the Fund’s rate option election and borrowing base (as of the most recently delivered borrowing base certificate delivered under the Agreement). Advances under the Facility drawn in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards. The Fund will also pay a fee of 0.375% on average daily undrawn amounts under the Facility.
The initial principal amount of the Facility is $675,000,000, subject to availability under the borrowing base, which is based on the Fund’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $1,025,000,000, subject to the satisfaction of certain conditions.
The Facility is guaranteed by certain subsidiaries of the Fund, and will be guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). Proceeds of the Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Agreement.
The Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $50,000,000 limit for swingline loans.
The availability period under the Facility will terminate on July 31, 2028 (the “Commitment Termination Date”) and the Facility will mature on July 31, 2029 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
The Agreement includes customary affirmative and negative covenants, including financial covenants requiring the Fund to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.
The description above is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to a copy of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of Direct Financial Obligation
The information included under Item 1.01 above regarding the Facility and the Agreement is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1* |
| Senior Secured Revolving Credit Agreement, dated as of July 31, 2024, by and among Antares Strategic Credit Fund, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, and JPMorgan Chase Bank, N.A. and Manufacturers & Traders Trust Company, Royal Bank of Canada, Société Générale and Wells Fargo Securities, LLC, as bookrunners and lead arrangers. |
*Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| ANTARES STRATEGIC CREDIT FUND |
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Date: | August 6, 2024 | By: | /s/ Venugopal Rathi |
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| Name: Venugopal Rathi |
