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EX-99.1 - PRESS RELEASE - Corporate Capital Trust, Inc.d181188dex991.htm
EX-10.1 - AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT - Corporate Capital Trust, Inc.d181188dex101.htm

 

 

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 Event Reported): April 15, 2016

 

 

CORPORATE CAPITAL TRUST, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   814-00827   27-2857503

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (866) 745-3797

None

(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:

 

  ¨ 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

The Information set forth in Item 2.03 of this Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 15, 2016 (the “Closing Date”), Corporate Capital Trust, Inc. (the “Company”) entered into an amended and restated senior secured revolving credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) consisting of loans to be made in dollars and other foreign currencies in an initial aggregate amount of $893 million. Availability under the Revolving Credit Facility will terminate on April 15, 2020 (the “Revolver Termination Date”) and the outstanding loans under the Revolving Credit Facility will mature on April 15, 2021. The Revolving Credit Facility also requires mandatory prepayment of interest and principal upon certain events during the term-out period commencing on the Revolver Termination Date. The stated borrowing rate under the Revolving Credit Facility is based on (a) if the borrowing base is equal to or greater than 1.85 times the combined debt amount, LIBOR plus an applicable spread of 2.00% or on an “alternate base rate” (which is the highest of a prime rate, the federal funds rate plus 0.50%, or one-month LIBOR plus 1.00%) plus an applicable spread of 1.00%, or, with respect to borrowings in non-LIBOR currencies, on a rate applicable to such currency plus an applicable spread of 2.00% and (b) if the borrowing base is less than 1.85 times the combined debt amount, LIBOR plus an applicable spread of 2.25% or on an alternate base rate plus an applicable spread of 1.25%, or, with respect to borrowings in non-LIBOR currencies, on a rate applicable to such currency plus an applicable spread of 2.25%. JPMorgan Chase Bank, N.A. serves as administrative agent under the Revolving Credit Facility and ING Capital LLC serves as syndication agent under the Revolving Credit Facility. JPMorgan Chase Bank, N.A. and ING Capital LLC serve as joint bookrunners and joint lead arrangers.

The Revolving Credit Facility includes an “accordion” feature that allows the Company, under certain circumstances, to increase the size of the facility to a maximum of $1.34 billion.

Under the Revolving Credit Facility, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain asset transfers and restricted payments, (d) maintaining a certain minimum shareholders’ equity, (e) maintaining a ratio of total assets (less total liabilities) to total indebtedness, of the Company and its subsidiaries, of not less than 2.0:1.0, (f) satisfying a liquidity test, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. The Revolving Credit Facility also includes usual and customary events of default for senior secured revolving credit facilities of this nature.

In addition to the covenants described above, borrowings under the Revolving Credit Facility (and the incurrence of certain other permitted debt) will be subject to compliance with a borrowing base that will apply different advance rates to different types of assets in the Company’s portfolio.

Borrowings under the Revolving Credit Facility will also be subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1.

Item 8.01 Other Events

On April 15, 2016, we issued a press release announcing the Company’s entry into the Revolving Credit Facility. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

 


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

EXHIBIT
NUMBER

 

DESCRIPTION

10.1   Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 15, 2016, among Corporate Capital Trust, Inc. as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and ING Capital LLC, as syndication agent.
99.1   Press release dated April 15, 2016

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CORPORATE CAPITAL TRUST, INC.
    a Maryland Corporation
Date: April 18, 2016     By:  

/s/ Steven D. Shackelford

      Steven D. Shackelford
      President and Chief Financial Officer

 


EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

10.1   Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 15, 2016, among Corporate Capital Trust, Inc. as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and ING Capital LLC, as syndication agent.
99.1   Press release dated April 15, 2016