Kayne Anderson BDC, Inc 8-K, filed Jan 6, 2023
Kayne Anderson BDC, Inc. (KBDC)
About this 8-K
Kayne Anderson BDC, Inc filed this 8-K on January 6, 2023, reporting on events of December 30, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: 1 (
Not Applicable
(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):
| 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 | ||
| None | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01 Other Events.
On December 30, 2022, Kayne Anderson BDC, Inc. (the “Company”) executed its third amendment to its credit agreement (the “Subscription Credit Agreement”). Under the terms of the third amendment, the Company reduced the size of its Subscription Credit Agreement from $150 million to $125 million. The maturity date was extended one year to December 31, 2023. The Company pays an extension fee of 0.05% per quarter of the commitment amount on the first day of each calendar quarter. All other terms of the Subscription Credit Agreement remain substantially the same.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Third Amendment to the Credit Agreement, dated December 30, 2022, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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.
| KAYNE ANDERSON BDC, INC. | ||
| Date: January 6, 2023 | By: | /s/ Terry A. Hart |
| Name: | Terry A. Hart | |
| Title: | Chief Financial Officer and Treasurer | |
2
Exhibit 10.1
Execution Version
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 30, 2022, is by and among (1) KAYNE ANDERSON BDC, INC., a Delaware corporation (“Borrower”), (2) the Lenders (as defined below) party hereto and (3) CITY NATIONAL BANK (“CNB”), as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
A. The Borrower, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Agent are parties to that certain Credit Agreement, dated as of February 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of October 22, 2021, as further amended by that certain Second Amendment to Credit Agreement, dated as of December 3, 2021, and as the same may be further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”).
B. The Borrower has entered into a Security Agreement in favor of the Agent, dated as of February 5, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”).
C. The Borrower has requested that the Agent and the Lenders amend the Credit Agreement to (i) extend the Applicable Maturity Date and (ii) amend certain other provisions of the Credit Agreement as set forth herein.
D. Agent and Lenders are willing to agree to such requests, in accordance with and subject to the terms and conditions set forth herein and the other parties hereto have agreed to join in the execution of this Amendment in their respective capacities, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions set forth in Section 2.1 below, the Credit Agreement (as in effect immediately prior to this Amendment) is hereby amended as follows:
1.1 Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions as follows:
“Applicable Maturity Date” means (a) with respect to the Treasury Facility, September 30, 2021 and (b) with respect to the Subscription Facility, December 31, 2023.
1.2 Section 1.1 of the Credit Agreement is hereby further amended by adding the following new definition in its appropriate alphabetical order:
“Third Amendment Effective Date”: means December 30, 2022.
1.3 Section 2.9(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b) Borrower may, as of any Business Day, reduce the Revolver Commitments with respect to a Revolving Credit Facility in part, without premium or penalty, to an amount not less than the sum of (A) the Revolving Credit Facility Usage with respect to the applicable Revolving Credit Facility as of such date, plus (B) the principal amount of all Loans not yet made as to which a request has been given by Borrower under Section 2.6. Each such reduction shall be in an amount which is not less than $250,000, shall be made by providing not less than five Business Days prior written notice to Agent, and shall be irrevocable. Once reduced, the applicable Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender with respect to the applicable Revolving Credit Facility proportionately in accordance with its ratable share thereof.
1.4 Section 2.10 of the Credit Agreement is hereby amended by adding clause (c) to read as follows:
(c) Extension Fee. Borrower shall pay to Agent for the ratable account of the Lenders an extension fee equal to 0.05% of the Maximum Revolver Amount in effect as of the first day of each calendar quarter, which such extension fee shall accrue from and after the Third Amendment Effective Date and shall be payable quarterly in arrears on the first day of each calendar quarter after the Third Amendment Effective Date.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall become effective upon satisfaction (or waiver) of the following conditions (in each case, in form and substance acceptable to the Agent in its sole discretion):
(a) This Amendment. The execution and delivery of this Amendment duly executed by the Borrower, the Lenders party hereto and the Agent.
(b) No Default. No Unmatured Event of Default or Event of Default has occurred and is continuing or would be caused by the consummation of the transactions contemplated by this Amendment.
(c) Aggregate Unfunded Commitments Certificate; Exhibit S-1. Agent shall have received an updated Exhibit S-1 reflecting the current list of Investors, the Capital Commitment of each Investor, the Remaining Commitment of each Investor and the contributed portion of each Capital Commitment of each Investor as of the date hereof.
2
(d) Expenses. Agent shall have received full payment of all of the reasonable out-of- pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment (including those payable pursuant to Section 10.7 of the Credit Agreement).
(e) Representations and Warranties. The representations and warranties contained in Section 3.2 below shall be true and correct as of the date hereof.
ARTICLE III
MISCELLANEOUS
3.1 Ame nded Terms.
(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended hereby.
(b) Except as specifically amended herein, the Credit Agreement and all other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents.
3.2 Re prese ntations and Warranties of the Borrower. Borrower represents and warrants to Agent and each Lender as follows:
(a) It has all requisite power and authority under applicable law and under its organizational documents to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement as amended hereby;
(b) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Credit Agreement as amended hereby, have been taken and/or received;
(c) This Amendment and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as the enforceability hereof or thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and the limitation of certain remedies by certain equitable principles of general applicability;
3
(d) The execution, delivery and performance of this Amendment, and the performance by the Borrower of its obligations under the Credit Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on it, (b) any order of any domestic governmental authority, court, arbitration board, or tribunal binding on it, (c) the Governing Documents of Borrower or any Subscription Agreement, or any other contractual obligations between Borrower or Adviser and any Investor, or (d) any provisions of, result in a breach of, constitute (with the giving of notice or the lapse of time) a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of the Borrower pursuant to, any Contractual Obligation of the Borrower;
(e) The representations and warranties contained in the Credit Agreement, the Security Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, before and after giving effect to the same, as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date);
(f) No Event of Default or Unmatured Event of Default has occurred or is continuing on the date of this Amendment or would result from the transactions contemplated by this Amendment; and
(g) The Security Agreement continues to create a valid security interest in, and Lien upon, the Collateral, in favor of the Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Agreement and prior to all Liens other than Permitted Liens.
3.3 Reaffirmation of Obligations. Borrower hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement (as amended hereby), Security Agreement and each other Loan Documents applicable to it and
(b) that it is responsible for the observance and full performance of its Obligations. Borrower acknowledges receipt of a copy of the Amendment. Borrower hereby consents to the Amendment and reaffirms the Security Agreement and the other Loan Documents to which it is a party and acknowledges that the execution and delivery of this Amendment shall have no effect on its obligations under the Security Agreement or such other Loan Documents, each of which remains the legal, valid and binding obligation of the Borrower and are hereby reaffirmed.
3.4 Loan Docume nt. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
4
3.5 Further Assurances. Borrower agrees to promptly take such action, upon the reasonable request of the Agent, as is necessary to carry out the intent of this Amendment.
3.6 Entirety. This Amendment and the other Loan Documents is intended by the parties hereto as a final expression of their agreement and is intended as a complete statement of the terms and conditions of their agreement with respect to the subject matter of this Amendment.
3.7 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be an original, but all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission, e-mail or other electronic transmission (e.g. “pdf” or “tif”) shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile, e-mail or other electronic transmission also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.
3.8 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS AMENDMENT AND THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
3.9 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or transfer any interest or rights hereunder without the prior written consent of Agent and the Lenders and any such prohibited assignment or transfer shall be absolutely void.
3.10 Conse nt to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process, waiver of jury trial and judicial reference provisions set forth in Sections 11.8, 11.9 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWER: |
KAYNE ANDERSON BDC, INC. | ||
| By: | /s/ Terry A Hart | ||
| Name: | Terry A Hart | ||
| Title: | Chief Financial Officer | ||
[Signature Page to Third Amendment to Credit Agreement]
6
| AGENT AND LENDERS: |
|
CITY NATIONAL BANK, as Agent and as a Lender | |
| By: | /s/ Alicia Witter | ||
| Name: | Alicia Witter | ||
| Title: | Vice President | ||
[Signature Page to Third Amendment to Credit Agreement]
7