to Section 13 or 15(d)
the Securities Exchange Act of 1934
of Report (Date of earliest Event Reported): November 29, 2016
CAPITAL TRUST, INC.
name of Registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation or Organization)
CNL Center at
450 South Orange
of Principal Executive Offices; Zip Code)
telephone number, including area code: (866) 745-3797
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 November 29, 2016, Corporate
Capital Trust, Inc.’s (the “Company”) newly formed, wholly owned, special purpose financing subsidiary, CCT
SE I LLC (“CCT SE”), entered into a revolving credit facility (the “Credit Facility”) pursuant to a
Loan and Security Agreement with the Company, as the portfolio manager, JPMorgan Chase Bank, National Association
(“JPMorgan”), as administrative agent and lender, together with any additional lenders from time to time party
thereto, and the collateral administrator, collateral agent and securities intermediary party thereto (the “Loan
Agreement”). CCT SE’s obligations to JPMorgan under the Credit Facility are secured by a first priority security
interest in substantially all of the assets of CCT SE, including its portfolio of loans. The obligations of CCT SE under the
Credit Facility are non-recourse to the Company.
The Credit Facility provides for borrowings
in an aggregate principal amount up to $300 million with an accordion feature which allows for the expansion of the borrowing limit
up to $400 million, subject to consent from the lender and other customary conditions. Borrowings under the Credit Facility are
subject to compliance with a net asset value coverage ratio with respect to the value of CCT SE’s portfolio and various eligibility
criteria must be satisfied with respect to the acquisition of each loan in CCT SE’s portfolio. Any amounts borrowed under
the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on November 29, 2020.
Advances under the Credit Facility are
based on the one month London Interbank Offered Rate plus an annual spread of 3.00%. Interest is payable
monthly in arrears. CCT SE is required to pay a non-usage fee which will accrue at 0.50% per annum through May 29, 2017, and at
1.00% per annum thereafter, on the average daily unused amount of the financing commitments to the extent the aggregate principal
amount available under the Credit Facility has not been borrowed. CCT SE also paid an upfront fee and incurred certain other customary
costs and expenses in connection with obtaining the Credit Facility.
The Credit Facility and the related
documents require the Company and CCT SE to, among other things, agree to make certain customary representations and to comply
with customary affirmative and negative covenants. The Credit Facility also includes customary events of default for credit facilities
of this nature, including breaches of representations, warranties or covenants by the Company or CCT SE, the occurrence of a change
in control and the failure to maintain certain ratios required under the Credit Facility.
Borrowings of CCT SE will be considered
borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940,
as amended, applicable to business development companies.
The foregoing description of the
Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Loan Agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
||Loan and Security Agreement, dated as of
November 29, 2016, among CCT SE I LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative
agent, Corporate Capital Trust, Inc., as portfolio manager, the lenders party thereto and the collateral agent, collateral
administrator and intermediary party thereto.|
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: December 2, 2016
||/s/ Steven D. Shackelford|
Steven D. Shackelford
President and Chief Financial Officer
|| Loan and Security
Agreement, dated as of November 29, 2016, among CCT SE I LLC, as borrower, JPMorgan Chase Bank, National
Association, as administrative agent, Corporate Capital Trust, Inc., as portfolio manager, the lenders party thereto
and the collateral agent, collateral administrator and intermediary party thereto.|