8-K
TriplePoint Venture Growth BDC Corp. (TPVG)
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 eventreported): March 1, 2021
TriplePointVenture Growth BDC Corp.
(Exact name of registrant as specifiedin its charter)
| Maryland | 814-01044 | 46-3082016 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| TriplePoint Venture Growth BDC Corp.<br><br> <br>2755 Sand Hill Road, Suite 150<br><br> <br>Menlo Park, California | 94025 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(650) 854-2090
(Registrant’s telephone number,including area code)
n/a
(Former name or former address, if changedsince last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | TPVG | New York Stock Exchange |
| 5.75% Notes due 2022 | TPVY | New York Stock Exchange |
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)) |
| --- | --- |
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 March 1, 2021, TriplePoint Venture Growth BDC Corp. (the “Company”) and certain qualified institutional investors entered into the First Supplement, dated as of March 1, 2021 (the “First Supplement”), to the Master Note Purchase Agreement, dated as of March 19, 2020 (the “Note Purchase Agreement”). The First Supplement governs the issuance of $200,000,000 in aggregate principal amount of the Company’s 4.50% Series 2021A Senior Notes due 2026 (the “Series 2021A Notes”). The Series 2021A Notes, which were issued on March 1, 2021 in a private placement, bear a fixed interest rate of 4.50% per year and will mature on March 1, 2026, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms.
Interest on the Series 2021A Notes will be due semiannually on March 19 and September 19 each year, beginning on September 19, 2021. The Series 2021A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2021A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2021A Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided, however, in the event that the Company creates, incurs, assumes or permits to exist liens on or with respect to any of its property or assets in connection with future secured indebtedness of more than an aggregate principal amount of $25 million, the Series 2021A Notes and the Company’s outstanding 4.50% Series 2020A Senior Notes due March 2025 will generally become secured concurrently therewith, equally and ratably with such indebtedness.
The Company intends to use the net proceeds from this offering to redeem all of its outstanding 5.75% fixed-rate notes due 2022 ($74.75 million in aggregate principal amount) and to use the remaining proceeds to repay a portion of the outstanding borrowings under its $350.0 million revolving credit facility, to fund investments in accordance with its investment objectives and for other general corporate purposes.
The Note Purchase Agreement, as modified by the First Supplement, contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended, a minimum asset coverage ratio of 1.50 to 1.00, a minimum interest coverage ratio of 1.25 to 1.00, and minimum stockholders’ equity of $216,129,000, as adjusted upward by an amount equal to 65% of the net proceeds from the issuance of shares of the Company’s common stock subsequent to December 31, 2019. In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2021A Notes will bear interest at a fixed rate of 5.50% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
The Note Purchase Agreement, as modified by the First Supplement, also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary guarantors, certain judgments and orders, certain events of bankruptcy, and breach of a key man clause relating to the Company’s Chief Executive Officer, James P. Labe, and the Company’s President and Chief Investment Officer, Sajal K. Srivastava.
The Series 2021A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Series 2021A Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The description above is only a summary of the material provisions of the Note Purchase Agreement and the First Supplement and is qualified in its entirety by reference to the copies of the Note Purchase Agreement and the First Supplement, which are incorporated by reference or filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company issued a press release on March 1, 2021 to announce the issuance of the Series 2021A Notes, a copy of which is attached hereto as Exhibit 99.1.
1
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangementof a Registrant. |
|---|
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Master Note Purchase Agreement, dated as of March 19, 2020, by and among the Company and the Purchasers party thereto^(1)^ |
| 10.2 | First Supplement to Master Note Purchase Agreement, dated as of March 1, 2021, by and among the Company and the Additional Purchasers party thereto |
| 99.1 | Press Release, dated March 1, 2021 |
| (1) | Previously filed as Exhibit 10.1 to the Company’s<br>Current Report on Form 8-K, filed on March 19, 2020 and incorporated herein by reference. |
| --- | --- |
2
SIGNATURES
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.
| TriplePoint Venture Growth BDC Corp. | |
|---|---|
| By: | /s/ James P. Labe |
| Name: | James P. Labe |
| Title: | Chief Executive Officer |
Date: March 1, 2021
3
Exhibit10.2
Triplepoint venture growth bdc Corp.
First
Supplement to Master Note Purchase Agreement
Dated
as of March 1, 2021
Re:
$200,000,000 4.50% Series 2021A Senior Notes
Due
March 1, 2026
TriplePoint
Venture Growth BDC Corp.
Dated
as of
March
1, 2021
To
the Additional Purchaser(s) named in
Schedule A
hereto
Ladies
and Gentlemen:
This
First Supplement to Master Note Purchase Agreement (the or this “Supplement”) is between TriplePoint
Venture Growth BDC Corp., a Maryland corporation (the “Company”), and the institutional investors named on Schedule A
attached hereto (the “Additional Purchasers”).
Reference
is hereby made to that certain Master Note Purchase Agreement dated March 19, 2020 (the “Note Purchase Agreement”)
among the Company and the Purchasers listed on the Purchaser Schedule thereto. All capitalized terms not otherwise defined herein
shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 4.14 of the
Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser
shall execute and deliver a Supplement.
The
Company hereby agrees with the Additional Purchaser(s) as follows:
- The
Company has authorized the issue and sale of $200,000,000 aggregate principal amount of its 4.50% Series 2021A Senior Notes due
March 1, 2026 (as amended, restated or otherwise modified from time to time pursuant to Section 17 of the Note Purchase Agreement
and including any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement the “Series2021A Notes”). The Series 2021A Notes, together with the Series 2020A Notes issued pursuant to the Note Purchase
Agreement and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2
of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any
such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2021A Notes
shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved
by the Additional Purchaser(s) and the Company.
- Subject
to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and
warranties hereinafter set forth, the Company agrees to issue and sell to each Additional Purchaser, and each Additional Purchaser
agrees to purchase from the Company, Series 2021A Notes in the principal amount set forth opposite such Additional Purchaser’s
name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned.
- The
sale and purchase of the Series 2021A Notes to be purchased by each Additional Purchaser shall occur at the offices of Chapman
and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 8:00 a.m. Chicago time on March 1, 2021 or on such
other Business Day thereafter on or prior to March 3, 2021 as may be agreed upon by the Company and the Additional Purchasers
(the “Series 2021A Closing”). At the Series 2021A Closing, the Company will deliver to each Additional Purchaser
the Series 2021A Notes to be purchased by such Additional Purchaser in the form of a single Series 2021A Note (or such greater
number of Series 2021A Notes in denominations of at least $100,000 as such Additional Purchaser may request) dated the date of
the Series 2021A Closing and registered in such Additional Purchaser’s name (or in the name of such Additional Purchaser’s
nominee), against delivery by such Additional Purchaser to the Company or its order of immediately available funds in the amount
of the purchase price therefor by wire transfer of immediately available funds for the account of the Company pursuant to the
applicable funding instructions delivered in accordance with Section 4.10 of the Note Purchase Agreement. If, at the Series 2021A
Closing, the Company shall fail to tender such Series 2021A Notes to any Additional Purchaser as provided above in this Section 3,
or any of the conditions specified in Section 4 shall not have been fulfilled to any Additional Purchaser’s satisfaction,
such Additional Purchaser shall, at such Additional Purchaser’s election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights such Additional Purchaser may have by reason of such failure by the Company to tender
such Series 2021A Notes or any of the conditions specified in Section 4 not having been fulfilled to such Additional Purchaser’s
satisfaction.
- The
obligation of each Additional Purchaser to purchase and pay for the Series 2021A Notes to be sold to such Additional Purchaser
at the Series 2021A Closing is subject to the fulfillment to such Additional Purchaser’s satisfaction, prior to the Series
2021A Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement with respect to the Series 2021A Notes
to be purchased at the Series 2021A Closing as if each reference to the “Notes,” “Closing” and “Purchaser”
set forth therein was modified to refer the “Series 2021A Notes,” the “Series 2021A Closing” and the “Additional
Purchaser” (each as defined in this Supplement) and to the following additional conditions:
(a) Except
as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the
representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be true and correct
as of the date of the Series 2021A Closing (except for representations and warranties which apply to a specific earlier date which
shall be true and correct as of such earlier date or as of the date specified in Exhibit A to the extent such provision
is superseded in Exhibit A) and the Company shall have delivered to each Additional Purchaser an Officer’s Certificate,
dated the date of the Series 2021A Closing certifying that such condition has been fulfilled.
(b) Contemporaneously
with the Series 2021A Closing, the Company shall sell to each Additional Purchaser, and each Additional Purchaser shall purchase,
the Series 2021A Notes to be purchased by such Additional Purchaser at the Series 2021A Closing as specified in Schedule A.
-2-
- The
terms of Section 8 of the Note Purchase Agreement shall apply to the Series 2021A Notes except that the proviso in the
first sentence of Section 8.2 of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:
“*provided,*that at any time on or after March 19, 2024 the Company may, at its option,
upon notice as provided below, prepay all or any part of the Series 2020A Notes at 100% of the principal amount so prepaid,
together with accrued interest to the prepayment date; provided further, that at any time on or after March 1, 2025 the
Company may, at its option, upon notice as provided below, prepay all or any part of the Series 2021A Notes at 100% of the
principal amount so prepaid, together with accrued interest to the prepayment date.”
For
the avoidance of doubt, the definition of “Make-Whole Amount” set forth in Section 8.6 of the Note Purchase
Agreement shall be applicable to any Series 2021A Note.
- Each
Additional Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase
Agreement are true and correct on the date hereof with respect to the purchase of the Series 2021A Notes by such Additional Purchaser
as if (x) each reference to the “Notes,” “Closing” and “Purchaser” set forth therein was modified
to refer the “Series 2021A Notes,” the “Series 2021A Closing” and the “Additional Purchaser”
and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented
by this Supplement, (y) the reference to “(ii) the Annual Report on Form 10-K for the Company for the fiscal year ended
December 31, 2018, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended September 30, 2019” set
forth in Section 6.3 was modified to refer to “(ii) the Annual Report on Form 10-K for the Company for the fiscal year ended
December 31, 2019, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended September 30, 2020” and
(z) the following clause were added before the period at the end of Section 6.5 “, except to the extent arising from fraud,
gross negligence or willful misconduct of Goldman Sachs, any of its Affiliates or any other of the foregoing Persons.”
- The
Company and each Additional Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement
as fully and completely as if such Additional Purchaser were an original signatory to the Note Purchase Agreement.
The
execution hereof shall constitute a contract between the Company and the Additional Purchaser(s) for the uses and purposes hereinabove
set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original
but all together only one agreement. The parties agree to electronic contracting and signatures with respect to this Supplement.
Delivery of an electronic signature to, or a signed copy of, this Supplement by facsimile, email or other electronic transmission
shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible
into evidence for all purposes.
-3-
| TriplePoint Venture Growth BDC Corp. | |
|---|---|
| By: | /s/ Sajal K. Srivastava |
| Name: | Sajal K. Srivastava |
| Title: | Chief Investment Officer, President,<br><br><br>Secretary and Treasurer |
-4-
Accepted
as of March 1, 2021
| Sun Life Assurance Company of Canada | |
|---|---|
| By: | /s/ Alec Svoboda |
| Name: | Alec Svoboda |
| Title: | Managing Director, Private Fixed Income |
| By: | /s/ Russell Goldenberg |
| Name: | Russell Goldenberg |
| Title: | Senior Director, Private Fixed Income |
| Sun Life Assurance Company of Canada,<br><br><br>acting<br><br> through its U.S. Branch | |
| By: | /s/ David Belanger |
| Name: | David Belanger |
| Title: | Managing Director |
| By: | /s/ Arthur Baril |
| Name: | Arthur Baril |
| Title: | Senior Director |
| Sun Life and Health Insurance Company (U.S.) | |
| By: | /s/ David Belanger |
| Name: | David Belanger |
| Title: | Authorized Signer |
| By: | /s/ Arthur Baril |
| Name: | Arthur Baril |
| Title: | Authorized Signer |
-5-
| Arch Reinsurance Ltd. | |
|---|---|
| By: Arch Investment Management Ltd., as Investment Manager | |
| By: | /s/ David Mulholland |
| Name: | David Mulholland |
| Title: | Senior Vice President |
| Arch Mortgage Insurance Company | |
| By: | /s/ Tracie Cranford |
| Name: | Tracie Cranford |
| Title: | Treasurer |
| United Guaranty Residential Insurance Company | |
| By: | /s/ Tracie Cranford |
| Name: | Tracie Cranford |
| Title: | Treasurer |
| EquiTrust Life Insurance Company | |
| By: | /s/ Kenyatta K. Matheny |
| Name: | Kenyatta K. Matheny |
| Title: | Chief Investment Officer |
-6-
| Teachers Insurance and Annuity<br><br><br>Association<br><br> of America | |
|---|---|
| A New York domiciled life insurance company | |
| By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment<br><br> manager | |
| By: | /s/ Ho Young Lee |
| Name: | Ho Young Lee |
| Title: | Managing Director |
| The Guardian Life Insurance Company of America | |
| By: | /s/ Barry Scheinholtz |
| Name: | Barry Scheinholtz |
| Title: | Managing Director |
| National Interstate Insurance Company | |
| By: | /s/ Stephen C. Beraha |
| Name: | Stephen C. Beraha |
| Title: | Assistant Secretary |
| Great American Contemporary Insurance Company | |
| By: | /s/ Stephen C. Beraha |
| Name: | Stephen C. Beraha |
| Title: | Assistant Vice President |
-7-
| Great American Insurance<br><br> Company of New York | |
|---|---|
| By: | /s/ Stephen C. Beraha |
| Name: | Stephen C. Beraha |
| Title: | Assistant Vice President |
| MidContinent Casualty Company | |
| By: | /s/ Stephen C. Beraha |
| Name: | Stephen C. Beraha |
| Title: | Assistant Secretary |
| Great American Life Insurance Company | |
| By: | /s/ Mark F. Muething |
| Name: | Mark F. Muething |
| Title: | President |
| The Ohio National Life Insurance Company | |
| By: | /s/ Brenda Kalb |
| Name: | Brenda Kalb |
| Title: | Vice President |
| Ohio National Life Assurance Corporation | |
| By: | /s/ Brenda Kalb |
| Name: | Brenda Kalb |
| Title: | Vice President |
-8-
| Chubb Bermuda Insurance Ltd. | |
|---|---|
| Anthem Life Insurance Company | |
| Anthem Blue Cross Life and Health Insurance<br><br> Company | |
| Lousiana Health Service & Indemnity Company | |
| Chubb European Group SE | |
| Texas Mutual Insurance Company | |
| Empire Healthchoice Assurance Inc. | |
| Security Health Plan of Wisconsin, Inc. | |
| Blue Cross of California | |
| Western Asset Middle Market Income Fund Inc. (WMX) | |
| The Toa Reinsurance Company of America | |
| By: Western Asset Management Company, LLC, as investment manager | |
| By: | /s/ Adam Wright |
| Name: | Adam Wright |
| Title: | Manager, U.S. Legal Affairs |
| Southern Farm Bureau Life Insurance Company | |
| By: | /s/ David Divine |
| Name: | David Divine |
| Title: | Director, Securities Management |
| Wilton Reassurance Company | |
| By: Eagle Point Credit Management LLC, its investment advisor | |
| By: | /s/ Taylor Pine |
| Name: | Taylor Pine |
| Title: | Director |
-9-
| BlueCross BlueShield of Tennessee, Inc. | |
|---|---|
| By: Eagle Point Credit Management LLC, its investment advisor | |
| By: | /s/ Taylor Pine |
| Name: | Taylor Pine |
| Title: | Director |
| Clarendon National Insurance Company | |
| By: Eagle Point Credit Management LLC, its investment advisor | |
| By: | /s/ Taylor Pine |
| Name: | Taylor Pine |
| Title: | Director |
| Cavello Bay Reinsurance Limited | |
| By: Eagle Point Credit Management LLC, its investment advisor | |
| By: | /s/ Taylor Pine |
| Name: | Taylor Pine |
| Title: | Director |
-10-
Supplemental
Representations
The
Company represents and warrants to each Additional Purchaser that except as hereinafter set forth in this Exhibit A, each
of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and
warranties that apply solely to a specific earlier date which shall be true and correct as of such earlier date and other than
the Section references hereinafter set forth) is true and correct in all material respects as of the date hereof with respect
to the Series 2021A Notes with the same force and effect as if each reference to “Notes,” “Closing” and
“Purchaser” set forth therein was modified to refer to “Series 2021A Notes,” “Series 2021A Closing”
and “Additional Purchaser” and each reference to “this Agreement” therein was modified to refer to the
Note Purchase Agreement as supplemented by the Supplement. The Section references hereinafter set forth correspond to the similar
Sections of the Note Purchase Agreement which are supplemented hereby:
Section 5.3. Disclosure.
(a) The Company, through its agent, Goldman Sachs, has delivered to each Additional Purchaser a copy of an Investor Presentation
dated February 2021 (the “Presentation”), relating to the transactions contemplated hereby in connection with
the Series 2021A Notes. The Presentation, when read together with the information incorporated therein by reference to the Company’s
Exchange Act filings, fairly describes, in all material respects, the general nature of the business and principal properties
of the Company and its Subsidiaries. This Agreement, the Presentation (including the information incorporated therein by reference
to the Company’s Exchange Act filings), the financial statements listed in Schedule 5.5 and the documents, certificates
or other writings delivered to the Additional Purchasers by or on behalf of the Company (other than financial projections, pro
forma financial information and other forward-looking information referenced in Section 5.3(b), information relating to third
parties and general economic information) prior to February 17, 2021 in connection with the transactions contemplated hereby and
identified in Schedule 5.3 (this Agreement, the Presentation (including the information incorporated therein by reference
to the Company’s Exchange Act filings) and such documents, certificates or other writings and such financial statements
delivered to each Additional Purchaser being referred to, collectively, as the “Disclosure Documents”), taken
as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents,
since December 31, 2019, there has been no change in the financial condition, operations, business or properties of the Company
or any Subsidiary except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not
been set forth herein or in the Disclosure Documents.
(b)
All financial projections, pro forma financial information and other forward-looking information which has been delivered to each
Additional Purchaser by or on behalf of the Company in connection with the transactions contemplated by this Agreement are based
upon good faith assumptions and, in the case of financial projections and pro forma financial information, good faith estimates,
in each case, believed to be reasonable at the time made, it being recognized that (i) such financial information as it relates
to future events is subject to significant uncertainty and contingencies (many of which are beyond the control of the Company)
and are therefore not to be viewed as fact, and (ii) actual results during the period or periods covered by such financial information
may materially differ from the results set forth therein.
A-1
Section 5.4. Organizationand Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists
as of the date of the Series 2021A Closing of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name
thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests
outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Subsidiary Guarantor, and (ii) the
Company’s directors and executive officers.
Section 5.5. FinancialStatements; Material Liabilities. The Company has delivered to each Additional Purchaser copies of the financial statements
of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the
related schedules and notes, but excluding all financial projections, pro forma financial information and other forward-looking
information) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as
of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows (as
applicable) for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout
the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal
year-end adjustments and lack of footnotes).
Section 5.13. PrivateOffering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2021A Notes or any
substantially similar debt Securities for sale to, or solicited any offer to buy the Series 2021A Notes or any substantially
similar debt Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Additional
Purchasers and not more than 32 other Institutional Investors, each of which has been offered the Series 2021A Notes at a
private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Series 2021A Notes to the registration requirements of section 5 of the Securities
Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.
Section 5.14. Useof Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2021A Notes hereunder as described
in Schedule 5.14. No part of the proceeds from the sale of the Series 2021A Notes hereunder will be used, directly or indirectly,
for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances
as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in
a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25.0% of the value of
the consolidated assets of the Company and its subsidiaries and the Company does not have any present intention that margin stock
will constitute more than 25.0% of the value of such assets. As used in this Section, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.
A-2
Section 5.15. ExistingIndebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list
of all outstanding Indebtedness of the Company and its Subsidiaries as of the last day of the month immediately preceding the
date of the Series 2021A Closing, since which date there has been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. As of the last day of the month immediately
preceding the date of the Series 2021A Closing, neither the Company nor any Subsidiary is in default and no waiver of default
is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and,
to the knowledge of the Company, no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary
that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness
to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
Schedules
5.3, 5.4, 5.5, 5.14, 5.15, 10.1 and 10.5 of the Note Purchase Agreement are hereby supplemented by the attached Schedules 5.3,
5.4, 5.5, 5.14, 5.15, 10.1 and 10.5.
A-3
[Form
of Series 2021A Note]
TriplePoint
Venture Growth BDC Corp.
4.50%
Series 2021A Senior Note due March 1, 2026
| No.<br><br>[_________] | [Date] |
|---|---|
| $[____________] | PPN<br><br>89677Y A@9 |
| --- | --- |
For
Value Received, the undersigned, TriplePointVenture Growth BDC Corp. (herein called the “Company”), a corporation organized and existing under
the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________]
Dollars (or so much thereof as shall not have been prepaid) on March 1, 2026 (the
“Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on
the unpaid balance hereof at the rate of 4.50% per annum, as may be adjusted in accordance with Section 1.2 of the Note Purchase
Agreement (as hereinafter defined), from the date hereof, payable semiannually, on the 19th day of March and September in each
year, commencing with September 19, 2021, and on the Maturity Date, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount (if any), at a rate per annum from time
to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United
States of America at the Company in New York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This
Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement dated as of March 1,
2021 to the Note Purchase Agreement, dated March 19, 2020 (as from time to time amended, supplemented or modified, the “NotePurchase Agreement”), among the Company, the Purchasers named therein and Additional Purchasers of Notes from time to
time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled with the holders
of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided
for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed
to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations
set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.
This
Note is a registered Note with the Company and, as provided in (and subject to the terms and conditions of) the Note Purchase
Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for
a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration
of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This
Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or
from time to time in part, on the terms specified in the Note Purchase Agreement.
If
an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This
Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.
| TriplePoint Venture Growth BDC Corp. | |
|---|---|
| By: | |
| Name: | |
| Title: |
Exhibit 99.1
TriplePoint Venture Growth BDC Corp. Closes5-Year Investment Grade Notes Offering Totaling $200.0 Million
4.50% Institutional Notes Due March2026 Initially Assigned BBB by DBRS, Inc.
MENLO PARK, Calif., March 1, 2021 — TriplePoint Venture Growth BDC Corp. (NYSE: TPVG) (the “Company,” “TPVG,” “we,” “us,” or “our”), the leading financing provider to venture growth stage companies backed by a select group of venture capital firms in technology and other high growth industries, today announced the closing of a private notes offering totaling $200.0 million in aggregate principal amount of 4.50% Notes due March 2026 (the “Notes”).
“Since our initial public offering, we have made significant progress building out a robust and diversified balance sheet, which is a testament to our differentiated approach and track record,” said Sajal Srivastava, president and chief investment officer of TPVG. “With the closing of our second investment grade notes offering, combined with our recent success extending and expanding our revolving credit facility, we have lowered our cost of capital, expanded our liquidity position and broadened our funding sources. We appreciate the strong support from a growing group of investors and an expanded banking group.”
The Notes are unsecured and bear an interest rate of 4.50% per year, payable semiannually, will mature on March 1, 2026, and may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a premium.
The Company intends to use the net proceeds from this offering to redeem all of its outstanding 5.75% fixed-rate notes due 2022 ($74.75 million in aggregate principal amount) and to use the remaining proceeds to repay a portion of the outstanding borrowings under its $350.0 million revolving credit facility, to fund investments in accordance with its investment objectives and for other general corporate purposes.
Goldman Sachs & Co. LLC was the sole placement agent of this offering.
ABOUT TRIPLEPOINT VENTURE GROWTH BDC CORP.
TriplePoint Venture Growth BDC Corp. is an externally-managed business development company focused on providing customized debt financing with warrants and direct equity investments to venture growth stage companies in technology and other high growth industries backed by a select group of venture capital firms. The Company’s sponsor, TriplePoint Capital, is a Sand Hill Road-based global investment platform which provides customized debt financing, leasing, direct equity investments and other complementary solutions to venture capital-backed companies in technology and other high growth industries at every stage of their development with unparalleled levels of creativity, flexibility and service. For more information about TriplePoint Venture Growth BDC Corp., visit https://www.tpvg.com. For more information about the TriplePoint Capital, visit https://www.triplepointcapital.com.
FORWARD-LOOKING STATEMENTS
Certain statements included herein constitute “forward-looking statements,” which relate to future events or the Company’s future performance or financial condition. These statements are not guarantees of future events, performance, condition or results and involve a number of risks and uncertainties. Actual events, performance, condition or results, including the use of proceeds from the offering of the Notes, may differ from those described herein. These forward-looking statements are subject to uncertainties and other factors that could cause actual events, performance, condition or results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding current market volatility and access to capital, and other factors the Company identifies from time to time in its filings with the SEC. Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The Company undertakes no duty to update any forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by law.
INVESTOR RELATIONS AND MEDIA CONTACT
The IGB Group
Leon Berman
212-477-8438
lberman@igbir.com