TriplePoint Venture Growth BDC Corp 8-K/A, filed Aug 10, 2022
TriplePoint Venture Growth BDC Corp. (TPVG)
About this 8-K/A
TriplePoint Venture Growth BDC Corp filed this 8-K/A on August 10, 2022, reporting on events of August 4, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
Item 1.01. Entry into a Material Definitive Agreement
On August 4, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, TriplePoint Advisers LLC (the “Adviser”) and TriplePoint Administrator LLC (the “Administrator”), on the one hand, and Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), on the other hand, in connection with an underwritten public offering of 3,750,000 shares (the “Offering”) of the Company’s Common Stock. The Underwriting Agreement also provides the Underwriters with an option to purchase up to an additional 562,500 shares of Common Stock.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-254802) previously filed with the Securities and Exchange Commission (the “Commission”), as supplemented by a preliminary prospectus supplement dated August 4, 2022 and a final prospectus supplement dated August 4, 2022.
The Offering closed on August 9, 2022, and the Company received net proceeds of approximately $49.766 million from the sale of the Shares, after deducting the underwriting discounts and commissions and estimated offering expenses. The Company expects to initially use all of the net proceeds from the Offering to repay outstanding debt borrowed under its credit facility. However, through re-borrowing of the initial repayments under the credit facility, the Company intends to use the funds to make investments in accordance with its investment objectives and strategies, to pay its operating expenses and other cash obligations, and for general corporate purposes.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations and other provisions. The Company, the Adviser and the Administrator have agreed, jointly and severally, to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 5.1 | Opinion of Dechert LLP (incorporated by reference to Exhibit 5.1 of the Company’s Current Report on Form 8-K, filed on August 9, 2022). |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1). |
| 104 | Cover page interactive data file (formatted as Inline XBRL) |
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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: August 10, 2022
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