SECURITIES AND EXCHANGE COMMISSION
Report Pursuant to Section 13 or 15(d) of
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 28, 2014 (October 27, 2014)
TICC CAPITAL CORP.
(Exact name of registrant as specified in
|(State or other jurisdiction
||(Commission File Number)
||(I.R.S. Employer Identification No.)|
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(Address of principal
executive offices and zip code)
telephone number, including area code: (203) 983-5275
Check the appropriate box below if the Form 8-K 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))
Item 1.01. Entry into a Material Definitive Agreement
On October 28, 2014, TICC Capital Corp.
(the “Company”) issued a press release announcing that TICC Funding, LLC (“TICC Funding”), a special purpose
vehicle that is a wholly-owned subsidiary of the Company, entered into a revolving credit facility (the “Facility”)
with Citibank, N.A. The Company also announced that it used part of the proceeds from the Facility to redeem all of the $101,250,000
of secured notes previously issued by TICC CLO LLC (“TICC CLO”). A copy of the press release is attached hereto as
Pursuant to the terms of the credit agreement
governing the Facility, TICC Funding has borrowed, on a revolving basis, the maximum aggregate principal amount of $150,000,000.
The Facility is secured by a pool of loans initially consisting of loans sold by TICC CLO to TICC Funding, loans sold and contributed
by the Company to TICC Funding, and loans purchased by TICC Funding from unaffiliated third parties. The Company may sell and contribute
additional loans to TICC Funding from time to time. The Company will act as the collateral manager of the loans owned by TICC
Funding, and will retain a residual interest through its ownership of TICC Funding.
Subject to certain exceptions, pricing under
the Facility is based on the London interbank offered rate for an interest period equal to three months plus a spread of 1.50%
per annum. Interest on the loans is payable quarterly in arrears. TICC Funding plans to use the net proceeds of the Facility
to make investments in new loans, pay fees and expenses incurred in connection with the Facility and make distributions to the
The period during which TICC Funding may
request additional borrowings under the Facility will terminate on October 27, 2016. All amounts borrowed under the Facility will
mature, and all accrued and unpaid interest thereunder will be due and payable, on October 27, 2017. TICC Funding is required to
pay certain fees in connection with the Facility, including a fee on the unused portion of the commitment under the Facility. TICC
Funding may prepay any borrowing at any time without a premium or penalty, except that TICC Funding might be liable for certain
funding breakage fees if prepayments occur prior to expiration of the relevant interest period. TICC Funding may also permanently
reduce all or a portion of the Facility amount from time to time upon payment of a prepayment fee if such reduction occurs prior
to October 27, 2016.
In connection with the Facility, TICC Funding
has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other
customary requirements for similar facilities. The Facility also includes usual and customary events of default for credit facilities
of this nature.
The Company will serve as collateral manager
to TICC Funding under the credit agreement, which contains customary representations, warranties and covenants applicable to the
Company in this capacity. Under the credit agreement, the Company will perform certain collateral management functions, including
supervising and directing the investment and reinvestment of TICC Funding’s assets, as well as perform certain administrative
and advisory functions.
As part of this transaction, the Company
entered into a sale, contribution and master participation agreement with TICC Funding under which the Company sold and contributed
certain loans to TICC Funding, and may from time to time sell and contribute additional loans to TICC Funding. The Company
has made customary representations, warranties and covenants in the sale, contribution and master participation agreement.
The Bank of New York Mellon Trust Company,
National Association will serve as collateral administrator to TICC Funding under a collateral administration agreement. The Company
has also made customary representations, warranties and covenants in the collateral administration agreement.
The descriptions of the documentation relating
to this transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety
by reference to the underlying agreements, attached hereto as Exhibits 10.1 through 10.3 and incorporated into this Current Report
on Form 8-K by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
||Form of Credit and Security Agreement, dated as of October 27, 2014, among TICC Funding, LLC, the lenders from time to time party thereto, Citibank, N.A., The Bank of New York Mellon Trust Company, National Association, and TICC Capital Corp.|
||Form of Sale, Contribution and Master Participation Agreement, dated as of October 27, 2014, by and among TICC Capital Corp. and TICC Funding, LLC|
||Form of Collateral Administration Agreement, dated as of October 27, 2014, by and among TICC Funding, LLC, TICC Capital Corp. and The Bank of New York Mellon Trust Company, National Association|
||Press Release, dated October 28, 2014|
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.
||October 28, 2014
||TICC CAPITAL CORP.|
||/s/ Saul B. Rosenthal|
||Saul B. Rosenthal|