CM Finance Inc (NASDAQ:CMFN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November20, 2017, CM Finance Inc (the “Company”) amended its existing financing facility (as amended the “Amended Financing Facility”) with UBS AG, London Branch (together with its affiliates “UBS”) to extend the Company’s term financing facility (“Term Financing”) with UBS and add the Company’s entrance into a $50million revolving financing facility (“Revolving Financing”) with UBS.
to the Amended Financing Facility, the Company and/or its wholly owned subsidiary, CM SPV Ltd. (“CM SPV”), as applicable, entered into the following agreements: (i)an Amended and Restated Revolving Credit Note Agreement by and among the Company, CM SPV, UBS, and U.S. Bank, National Association (“U.S. Bank” as Revolving Credit Note Agent and Trustee); (ii) a Fifth Amended and Restated Indenture between CM SPV and U.S. Bank; (iii)a Second Amended Total Return Swap Confirmation Letter Agreement between UBS and the Company regarding the ClassA-R Notes; and (iv)a Fourth Amended Total Return Swap Confirmation Letter Agreement between UBS and the Company regarding the ClassA Notes.
Borrowings under the Revolving Financing will generally bear interest at a rate per annum equal to one-month LIBOR plus 3.55%. The Company will pay a fee on any undrawn amounts of 2.50% per annum; provided that if 50% or less of the Revolving Financing is drawn, the fee will be 2.75% per annum. Any amounts borrowed under the Revolving Financing will mature, and all accrued and unpaid interest will be due and payable, on December5, 2019. The Amended Financing Facility will enable the Company to decrease aggregate financing costs. The Company intends to use the proceeds from borrowings under the Revolving Financing for general corporate purposes, including the funding of portfolio investments.
In addition, the Term Financing was amended to extend the maturity date by 12 months to December5, 2020. Borrowings under the Term Financing will continue to bear interest (i)at a rate per annum equal to one-month LIBOR plus 2.75%through December4, 2018, and (ii)at a rate per annum equal to one-month LIBOR plus 2.55% from December5, 2018 through December5, 2020. The Company also incurs an annual fee of approximately 1% of the outstanding borrowings under the Term Financing.
The description above is only a summary of the material provisions of the Amended Financing Facility and is qualified in its entirety by reference to the agreements attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this current report on Form 8-K and is incorporated herein by reference.
Item 1.01. Termination of a Material Definitive Agreement.
In connection with the Company’s entrance into the Revolving Financing with UBS, on November20, 2017, the Company repaid in full all indebtedness, liabilities and other obligations under, and terminated, its existing revolvingcredit facility with Citibank, N.A. (the “Citi Revolving Facility”). In accordance with the termination of the Citi Revolving Facility, all liens on collateral securing the CitiRevolving Facility were released.
Item 1.01. 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 1.01.Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNumber |
Description |
| 10.1 | Amended and Restated Revolving Credit Note Agreement by and among CM Finance Inc., CM SPV Ltd., UBS AG, and U.S. Bank, National Association |
| 10.2 | Fifth Amended and Restated Indenture between CM SPV Ltd. and U.S. Bank, National Association |
| 10.3 | Second Amended Total Return Swap Confirmation Letter Agreement between UBS AG and CM Finance Inc |
| 10.4 | Fourth Amended Total Return Swap Confirmation Letter Agreement between UBS AG and CM Finance Inc |
EXHIBIT INDEX
CM Finance Inc ExhibitEX-10.1 2 d494682dex101.htm CM AMENDED AND RESTATED REVOLVING CREDIT NOTE CM Amended and Restated Revolving Credit Note Exhibit 10.1 Execution Version Dated as of November 20,…To view the full exhibit click here
About CM Finance Inc (NASDAQ:CMFN)
CM Finance Inc is an externally managed, non-diversified closed-end management investment company. The Company is a specialty finance company that invests primarily in the debt of the United States middle-market companies. The Company’s primary investment objective is to maximize total return to stockholders in the form of current income and capital appreciation by investing in debt and related equity of privately held lower middle-market companies. As of June 30, 2016, the Company’s portfolio consisted of debt and equity investments in 22 portfolio companies. It invests in unitranche loans and standalone second and first lien loans, with an emphasis on floating rate debt. It also selectively invests in mezzanine loans/structured equity and in the equity of portfolio companies through warrants and other instruments.CM Investment Partners LLC is an external investment advisor of the Company.