8-K
Trinity Capital Inc. (TRIN)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2022
TRINITY CAPITAL INC.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-39958 | 35-2670395 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1 N. 1^st^ Street<br><br> <br>3^rd^Floor<br><br> <br>Phoenix, Arizona | 85004 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (480) 374-5350
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 Instructions A.2. below):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 |
|---|---|---|
| Common Stock, par value<br> $0.001 per share | TRIN | Nasdaq Global Select Market |
| 7% Notes due 2027 | TRINL | Nasdaq Global Select Market |
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 7.01. Regulation FD Disclosure
On December 6, 2022, Trinity Capital Inc. (the “Company”) disseminated a press release regarding its entry into an agreement (the “JV Agreement”) to co-manage a newly formed joint venture, i40, LLC (the “JV”), with certain funds and accounts managed by a specialist credit manager. The JV will invest in certain loans and equipment financings to growth-stage companies that have been originated by the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 – Financial Statementsand Exhibits
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 99.1 | Joint Venture Press Release, dated December 6, 2022 |
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.
| Trinity Capital Inc. | |||
|---|---|---|---|
| December 6, 2022 | By: | /s/ Steven L. Brown | |
| Name: | Steven L. Brown | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
Trinity Capital Inc. Announces Joint Venture
PHOENIX, Ariz., December 6, 2022 /PRNewswire/ -- Trinity Capital Inc. (NASDAQ: TRIN, TRINL) ("Trinity" or the "Company"), a leading provider of diversified financial solutions to growth-stage companies, today announced that it entered into an agreement (the “JV Agreement”) to co-manage a newly formed joint venture, i40, LLC (the “JV”), with certain funds and accounts managed by a specialist credit manager with over $5 billion of assets under management. The JV will invest in loans and equipment financings to growth-stage companies that have been originated by Trinity.
The initial capital commitment to the JV is $171.4 million, consisting of a $21.4 million commitment from Trinity and a $150.0 million commitment from certain funds and accounts managed by the specialist credit manager. The JV intends to enter into a credit facility to leverage its assets in order to enhance returns and create additional deployment capacity.
“As an internally managed BDC, we are highly focused on return on equity for investors and growth that is accretive to our shareholders. Joint venture partnering and similar arrangements are key to achieving that goal, and this joint venture is just the beginning. We expect this new joint venture to enable us to grow our portfolio in a non-dilutive fashion, expanding our investment income and deal flow,” said Kyle Brown, President and Chief Investment Officer at Trinity.
About Trinity Capital Inc.
Trinity (Nasdaq: TRIN and TRINL), an internally managed business development company, is a leading provider of diversified financial solutions to growth-stage companies with institutional equity investors. Trinity Capital's investment objective is to generate current income and, to a lesser extent, capital appreciation through investments, including term loans, equipment financings and equity-related investments. Trinity Capital believes it is one of only a select group of specialty lenders that has the depth of knowledge, experience and track record in lending to growth-stage companies. For more information, please visit the Company's website at www.trinitycap.com.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties, including the possibility that the JV does not perform or operate as anticipated. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Trinity undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Contact
Trinity Capital
Vibhor Garg
Managing Director, Marketing
ir@trincapinvestment.com