Item 1.01 - Entry into a Material Definitive Agreement
On August 24, 2021, Trinity Capital Inc. (the "Company") and U.S. Bank National
Association (the "Trustee"), entered into a third supplemental indenture (the
"Third Supplemental Indenture") to the indenture, dated as of January 16, 2020,
between the Company and the Trustee (the "Base Indenture"; and together with the
Third Supplemental Indenture, the "Indenture"), relating to the Company's
issuance, offer and sale of $125,000,000 aggregate principal amount of its
4.375% notes due 2026 (the "Notes").
The Notes will mature on August 24, 2026, and the Company may redeem some or all
of the Notes at any time, or from time to time, at a redemption price equal to
the greater of (1) 100% of the principal amount of the Notes to be redeemed or
(2) the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of accrued and unpaid interest to the date of
redemption) on the Notes to be redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
using the applicable Treasury Rate plus 50 basis points, plus, in each case,
accrued and unpaid interest to the redemption date; provided, however, that if
the Company redeems any Notes on or after July 24, 2026 (the date falling one
month prior to the maturity date of the Notes), the redemption price for the
Notes will be equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the date of
The Notes bear interest at a rate of 4.375% per year payable semiannually on
February 15 and August 15 of each year, commencing on February 15, 2022. The
Notes are direct unsecured obligations of the Company.
The Company expects to use the net proceeds from this offering to pay down its
existing indebtedness outstanding under a $300 million credit agreement (as
amended, the "Credit Agreement") with Credit Suisse AG, in an amount expected to
be equal to approximately $106 million. The Credit Agreement has a maturity date
of January 8, 2022 and generally bears interest at a rate of the three-month
LIBOR plus 3.25%. As of August 17, 2021, the Company had approximately $106
million of indebtedness outstanding under the Credit Agreement through its
wholly-owned subsidiary, Trinity Funding 1, LLC. The Company may reborrow under
the Credit Agreement to make investments in accordance with its investment
objective and investment strategy and for general corporate purposes. The
Company intends to use the remaining net proceeds, if any, from this offering to
make investments in accordance with its investment objective and investment
strategy and for general corporate purposes.
The Indenture contains certain covenants including covenants requiring the
Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the
Investment Company Act of 1940, as amended, or any successor provisions, but
giving effect, in either case, to any exemptive relief granted to the Company by
the Securities and Exchange Commission, and to provide financial information to
the holders of the Notes and the Trustee if the Company should no longer be
subject to the reporting requirements under the Securities Exchange Act of 1934.
These covenants are subject to important limitations and exceptions that are
described in the Indenture.
In addition, upon the occurrence of a change of control repurchase event (which
involves the occurrence of both a change of control and a below investment grade
rating of the Notes by Egan-Jones Rating Company), the Company will be required
to make an offer to purchase the Notes at a price equal to 100% of the principal
amount plus accrued and unpaid interest to, but not including, the date of
The Notes were offered and sold pursuant to the Registration Statement
on Form N-2 (File No. 333-257818) previously filed with the Securities and
Exchange Commission, as supplemented by a preliminary prospectus
supplement dated August 19, 2021, a final prospectus supplement dated August 19,
2021, and the pricing term sheet dated August 19, 2021. The transaction closed
on August 24, 2021.
The foregoing descriptions of the Base Indenture, Third Supplemental Indenture
and the Notes do not purport to be complete and are qualified in their entirety
by reference to the full text of the Base Indenture, Third Supplemental
Indenture and the Notes, respectively, each filed as exhibits hereto and
incorporated by reference herein.
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 8.01 - Other Events
On August 24, 2021, the Company issued a press release announcing the closing of
the public offering of the Notes. This press release is included as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
4.1 Indenture, dated as of January 16, 2020, by and between Trinity Capital
Inc. and U.S. Bank National Association, as trustee (incorporated by
reference to exhibit 4.3 to the Company's Registration Statement on Form
10 filed on January 16, 2020).
4.2 Third Supplemental Indenture, dated as of August 24, 2021, between
Trinity Capital Inc. and U.S. Bank National Association, as Trustee
4.3 Form of 4.375% Note Due 2026 (included as part of Exhibit 4.2)
5.1 Opinion of Eversheds Sutherland (US) LLP
23.1 Consent of Eversheds Sutherland (US) LLP (included as part of Exhibit
99.1 Press Release, dated August 24, 2021.
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