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): November 24, 2020
Venture Lending & Leasing VIII, Inc.
(Exact name of registrant as specified in its charter)
| MARYLAND | 814-01162 | 47-3919702 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
104 La Mesa Drive, Suite 102, Portola Valley, CA 94028
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (650) 234-4300
(Former name or former address, if changed since last report): N/A
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(b) 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| N/A | N/A | N/A | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive Agreement
On April 5, 2016, Venture Lending & Leasing VIII, Inc. (the “Fund”) and Venture Lending & Leasing VIII, LLC (the "LLC") entered into an agreement with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, MUFG Union Bank, N.A., Bank of America N.A. and ZB, N.A., doing business as California Bank & Trust that established a secured, syndicated revolving credit facility in an initial amount of up to $150,000,000 (the “Loan and Security Agreement”).
On September 11, 2017, the Fund entered into a First Amendment to the Loan and Security Agreement with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, MUFG Union Bank, N.A., ING Capital, LLC, and ZB, N.A., doing business as California Bank & Trust, with participation from Bank of America N.A., Everbank Commercial Finance, Inc., First Bank, Bank Leumi USA, HSBC Bank USA, N.A., and Umpqua Bank, that (i) increased the size of the facility to $280,000,000, and (ii) amended the interest rate options and commitment fee (the “First Amendment”). The First Amendment had a term of three years and expired on September 11, 2020. At its option, the Fund may reduce the lender's commitments established in the First Amendment by $10,000,000, or an integral multiple thereof.
On May 6, 2020, the Fund permanently reduced the lender's aggregate commitments by $40,000,000. The total size of the Fund's credit facility, thereafter, was $240,000,000. On July 6, 2020, the Fund permanently reduced the lender's aggregate commitments by an additional $40,000,000. After such reduction was taken into account, the total size of the Fund's credit facility was $200,000,000.
On August 26, 2020, the Fund entered into a Fourth Amendment to the Loan and Security Agreement with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, MUFG Union Bank, N.A., ING Capital, LLC, and ZB, N.A., doing business as California Bank & Trust, with participation from Bank Leumi USA, Umpqua Bank, First Bank, and HSBC Bank USA, N.A., that (i) decreased the size of the facility to $180,000,000, and (ii) amended the commitment maturity date to August 26, 2023 (the "Fourth Amendment"). In addition, the Fourth Amendment included scheduled reduction of the lender's commitments permanently and automatically on the last business day of calendar quarter starting March 31, 2021 until the commitment maturity date, provided that any option reduction of the lender's commitments from and after January 1, 2021 shall reduce, dollar for dollar, the next scheduled reduction amount in direct order. At its option, the Fund may reduce the lender's commitments established in the Fourth Amendment by $10,000,000, or an integral multiple thereof.
The Fund notified the lenders of its intention to permanently reduce the lender's aggregate commitments by $30,000,000, effective November 24, 2020. After such reduction was taken into account, the total size of the Fund's credit facility was $150,000,000.
Thereafter, the Fund intends to further reduce the credit facility in the ordinary course of business to reflect the needs of the Fund.
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.
VENTURE LENDING & LEASING VIII, INC.
(Registrant)
By: /s/ Maurice C. Werdegar | By: /s/ Judy N. Bornstein | ||||
Maurice C. Werdegar | Judy N. Bornstein | ||||
| Chief Executive Officer | Chief Financial Officer | ||||
| Date: November 30, 2020 | Date: November 30, 2020 | ||||