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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)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2017 (February 28, 2017)
CM Finance Inc
(Exact name of registrant as specified in its charter)
| Maryland | 814-01054 | 46-2883380 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
601 Lexington Avenue, 26th Floor
New York, New York
10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 257-5199
Former name or former address, if changed since last report
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 February 28, 2017, CM Finance Inc (the “Company”), through a wholly-owned, special-purpose subsidiary, CM Finance SPV Ltd. (the “Subsidiary”), entered into an amendment to the Subsidiary’s existing $102.0 million term securitized financing facility (the “Term Financing”) with UBS AG, London Branch (together with its affiliates “UBS”). The Term Financing was amended to (i) extend the stated maturity by one year to December 5, 2019 and (ii) increase all-in costs (interest and 1% upfront fees) to LIBOR plus 3.55% from LIBOR plus 3.35% (for the extended one-year period).
The description above is only a summary of the material provisions of the amendment to the Term Financing.
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 under Item 1.01 of this Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Fourth Amended and Restated Indenture, dated as of February 28, 2017, between CM Finance SPV, Ltd. and State Street Bank and Trust Company | |
| 10.2 | Fourth Amendment Agreement, dated as of February 28, 2017, between CM Finance SPV, Ltd. and State Street Bank and Trust Company | |
| 10.3 | Second Amended Total Return Swap Confirmation Letter Agreement, dated as of February 28, 2017, between UBS AG and CM Finance Inc | |
| 10.4 | Amended and Restated Collateral Management Agreement, dated as of February 28, 2017, between CM Finance SPV, Ltd. and CM Investment Partners LLC | |
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.
| Date: March 1, 2017 | CM FINANCE INC | |||||
| By: | /s/ Rocco DelGuercio | |||||
| Name: | Rocco DelGuercio | |||||
| Title: | Chief Financial Officer and Treasurer | |||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Fourth Amended and Restated Indenture, dated as of February 28, 2017, between CM Finance SPV, Ltd. and State Street Bank and Trust Company | |
| 10.2 | Fourth Amendment Agreement, dated as of February 28, 2017, between CM Finance SPV, Ltd. and State Street Bank and Trust Company | |
| 10.3 | Second Amended Total Return Swap Confirmation Letter Agreement, dated as of February 28, 2017, between UBS AG and CM Finance Inc | |
| 10.4 | Amended and Restated Collateral Management Agreement, dated as of February 28, 2017, between CM Finance SPV, Ltd. and CM Investment Partners LLC | |